UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/A

Amendment
No. 1

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 000-50305

ENTOURAGE MINING LTD.(Exact name of Registrant as specified in its charter)

Province of British Columbia, Canada(Jurisdiction of incorporation or organization)

475 Howe Street, Suite 614, Vancouver, British Columbia V6C 2B3(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each className of each exchange on which registeredN/AN/A


Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None(Title of Class)



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Indicate the number of outstanding shares of each of the issuer's classes of capital or common 
stock as of the close of the period covered by the annual report: 76,881,894 common shares

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. [ x ] Yes     [   ] No

Indicate by check mark which financial statement item the registrant has elected to follow. 
[X]  Item 17     [   ]  Item 18



Explanatory
Note

This 20-F/A
filing is to include the certifications under Section 902, which were not
included in the original 20-F filing, which was filed on June 29, 2007.

2



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ENTOURAGE MINING LTD. 
Form 20-F Annual Report 
Table of Contents

|          |                                                                                |   
|--------- | ------------------------------------------------------------------------------ | --
|          | Part I                                                                         | 4 
|          |                                                                                |   
|Item 1.   | Identity of Directors, Senior Management and Advisers                          | 4 
|Item 2.   | Offer Statistics and Expected Timetable                                        | 4 
|Item 3.   | Key Information                                                                | 4 
|Item 4.   | Information on the Company                                                     | 7 
|Item 5.   | Operating and Financial Review and Prospects                                   | 18
|Item 6.   | Directors, Senior Management and Employees                                     | 20
|Item 7.   | Major Shareholders and Related Party Transactions                              | 24
|Item 8.   | Financial Information                                                          | 25
|Item 9.   | The Offer and Listing                                                          | 26
|Item 10.  | Additional Information                                                         | 28
|Item 11.  | Quantitative and Qualitative Disclosures about Market Risk                     | 32
|Item 12.  | Description of Securities other than Equity Securities                         | 32
|          |                                                                                |   
|          | Part II                                                                        | 32
|          |                                                                                |   
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                                | 32
|Item 14.  | Material Modifications to the Rights of Securities Holders and Use of Proceeds | 32
|Item 15.  | Controls and Procedures                                                        | 32
|Item 16A. | Audit Committee Financial Expert                                               | 32
|Item 16B. | Code of Ethics                                                                 | 32
|Item 16C. | Principal Accountant Fees and Services                                         | 32
|Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers         | 33
|          |                                                                                |   
|          | Part III                                                                       | 33
|          |                                                                                |   
|Item 17.  | Financial Statements                                                           | 33
|Item 18.  | Financial Statements                                                           | 34
|Item 19.  | Exhibits                                                                       | 60

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FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including without limitation those set forth in this Form 20-F) may affect our actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F annual report, or that are otherwise made by or on our behalf. For this purpose, any statements contained in this annual report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as may, except, believe, anticipate, intend, could, estimate, or continue, or the negative or other variations of comparable terminology, are intended to identify forward-looking statements.

PART I

ITEM 1.           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2.           OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.           KEY INFORMATION

3.A      Selected Financial Data

The following tables set forth our financial data for the last five years ended December 31. We derived all figures from our financial statements, which were examined by our independent auditors. This information should be read in conjunction with our financial statements included in this annual report.

Our financial statements included in this annual report and the table set forth below, have been prepared in accordance with accounting principles generally accepted in Canada. All amounts are expressed in Canadian dollars.



Selected Financial Data 
(CDN$, except per share data)

Year
Ended
12/31/06Year 
Ended 
12/31/05Year 
Ended 
12/31/04Year 
Ended 
12/31/03Year 
Ended 
12/31/02RevenueNilNilNilNilNilNet Income (Loss)(2,973,161)(10,068,841)(956,446)(319,515)(59,428)Earnings(Loss) Per Share(0.04)(0.57)(0.06)(0.04)(0.01)




Dividends Per ShareNilNilNilNilNilWtd.Avg.No.Shares74,380,28117,647,54215,542,8229,127,9505,380,005Working Capital87,596323,563138,483(230,498)(161,799)Mineral PropertiesNilNilNilNilNilLong Term DebtNilNilNilNilNilShareholders Equity91,312328,583145,292(230,498)(161,799)Total Assets193,763514,036466,727106,702Nil


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In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar.On June 26, 2007, the exchange rate in effect for Canadian dollars exchanged for United States dollars (the US dollars that a Canadian dollar buys) was $0.9332. This exchange rate is based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Bank of Canada. For the past five years ended December 31 and for the last six month ends from December 31, 2006 to May 31, 2007, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars (the US dollars that a Canadian dollar buys), calculated in the same manner as above:

|                         |                
|------------------------ | ---------------
|Annual Period            | Average        
|                         |                
|Year ended Dec. 31, 2006 | $0.8789        
|Year ended Dec 31, 2005  | $0.8818        
|Year ended Dec 31, 2004  | $0.8254        
|Year ended Dec 31, 2003  | $0.7936        
|Year ended Dec 31, 2002  | $0.7194        
|                         |                
|Monthly Period           | Low - High     
|                         |                
|Month ended Dec 31, 2006 | $0.8659-$0.8700
|Month ended Jan 31, 2007 | $0.8482-$0.8523
|Month ended Feb 28, 2007 | $0.8521-$0.8559
|Month ended Mar 31, 2007 | $0.8554-$0.8576
|Month ended Apr 30, 2007 | $0.8794-$0.8834
|Month ended May 31, 2007 | $0.9107-0.9150 

The above information was obtained from the Bank of Canada and we believe closely approximate the rates certified for customs purposes by the Federal Reserve Bank in New York.

3.B Capitalization and indebtedness

Not applicable

3.C Reasons for the offer and use of proceeds

Not applicable

3.D Risk factors

Any investment in our common shares involves a high degree of risk. You should consider carefully the following information before you decide to buy our common shares. If any of the events discussed in the following risk factors actually occurs, our business, financial condition or results of operations would likely suffer. In this case, the market price of our common shares could decline, and you could lose all or part of your investment in our shares. In particular, you should consider carefully the following risk factors:

We have a history of losses.

We have incurred losses in our business operations since inception, and we expect that we will continue to lose money for the foreseeable future. From our incorporation to December 31, 2006, we have incurred losses totaling $14,956,934. Very few junior resource companies ever become profitable and typically incur large losses until they enter production or are able to sell a mineral property to a major resource company. Failure to achieve and maintain profitability may adversely affect the market price of our common shares.

Very few mineral properties are ultimately developed into producing mines.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

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Substantial expenditures will be required for us to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining.

Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis. The economics of developing precious and base metal mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to acquire an interest in, and to conduct exploration on, a mineral property, and therefore we will need to obtain additional financing in order to complete our business plan. As at December 31, 2006, we had cash on hand of $126,611.00. Our business plan calls for significant expenses in connection with the acquisition and exploration of mineral claims. We will require additional financing in order to complete these activities. In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once we complete exploration on any mineral property we acquire. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.

We believe the only realistic source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.

Because management has only limited formal training in resource exploration, the business has a higher risk of failure.

None of our directors or officers has any significant technical training or experience in resource exploration or mining. We rely on the opinions of consulting geologists that we retain from time to time for specific exploration projects or property reviews. As a result of our managements lack of formal training in resource exploration, there may be a higher risk of our being unable to complete our business plan.

Mineral exploration involves a high degree of risk against which we are not currently insured.

Unusual or unexpected rock formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are risks involved in the operation of mines and the conduct of exploration programs. We have relied on and will continue to rely upon consultants and others for exploration expertise.

It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common stock.

We may require permits and licenses that we may not be able to obtain.

Our operations may require licenses and permits from various governmental authorities. There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to conduct exploration, development and mining operations at any projects we acquire. Furthermore, as mineral projects near completion proper permitting and environmental review may be required.

Metal prices fluctuate widely.

Factors beyond our control may affect the marketability of any resource we discover. Metal prices have fluctuated widely, particularly in recent years. The effect of these factors cannot accurately be predicted.

The resource industry is very competitive.

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The resource industry is intensely competitive in all its phases. We compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

Our operations may be adversely affected by environmental regulations.

Our operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner, which means that standards, enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations.

We do not maintain environmental liability insurance.

The trading market for our shares is not always liquid.

Although our shares trade on the NASD OTC Bulletin Board, the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares.

Our securities may be subject to penny stock regulation.

Our stock may be subject to penny stock rules as defined in 1934 Securities and Exchange Act rule 3151-1. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Our common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common shares in the United States and shareholders may find it more difficult to sell their shares.

ITEM 4.           INFORMATION ON THE COMPANY

4.A History and development of the Company

Our Registered Office in British Columbia is located at 2602  1111 Beach Avenue, Vancouver, British Columbia, Canada. Our head office and principal office is located at 614  475 Howe Street, Vancouver, British Columbia, Canada.

We were originally incorporated under the name, Entourage Holdings Ltd., pursuant to the Business Corporations Act  (British Columbia) on June 16, 1995. On June 25, 1996, we changed our name to Entourage Mining Ltd.

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On February 18, 1998, we became a reporting Issuer as defined under the Securities Act of the Province of British Columbia, Canada.



We have one subsidiary company, Entourage USA Inc., located at 711 S. Carson Street, Suite 4, Carson City, NV 89701.

Selected Financial Data 
(CDN$, except per share data)

Year
Ended
12/31/06Year 
Ended 
12/31/05Year 
Ended 
12/31/04Year 
Ended 
12/31/03Year 
Ended 
12/31/02RevenueNilNilNilNilNilNet Income (Loss)(2,973,161)(10,068,841)(956,446)(319,515)(59,428)Earnings(Loss) Per Share(0.04)(0.57)(0.06)(0.04)(0.01)




Dividends Per ShareNilNilNilNilNilWtd.Avg.No.Shares74,380,28117,647,54215,542,8229,127,9505,380,005Working Capital87,596323,563138,483(230,498)(161,799)Mineral PropertiesNilNilNilNilNilLong Term DebtNilNilNilNilNilShareholders Equity91,312328,583145,292(230,498)(161,799)Total Assets193,763514,036466,727106,702Nil






The subsidiary company will seek mineral prospects in the United States.

We are engaged in the business of acquiring and exploring resource properties.

We are a reporting issuer in the United States and our Annual Report and 6K filings can be found on the SECs EDGAR system at www.sec.gov.  We are a reporting issuer in certain Canadian jurisdictions and our required disclosure filings for Canada can be found at www.sedar.com.

We are a natural resource company engaged in the acquisition and exploration of natural resource properties.  We commenced operations in 1996 and currently have entered into four option agreements:

·

to acquire a fifty per cent (50%) interest in four claim blocks totaling 16,900 hectares of prospective uranium property situated at Hatchet Lake on the Athabasca Basin of north-central Saskatchewan; and

·

to acquire a 100% interest in the 72 gold-silver Black Warrior claims situate in Esmeralda County, Nevada, USA, of which a total 20% interest has been optioned by us to two other companies;

·

to acquire an 80% interest in 520 prospective diamond exploration claims situated in the Forte a la Corne/Smeaton area of central Saskatchewan; and

·

to acquire a one hundred per cent (100%) interest in 47 uranium prospective claim blocks in Costebelle Township known as the Doran property;

We also intend to seek and acquire additional properties worthy of exploration and development.

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The Finlayson Lake Emerald Project (the Yukon Property) (Abandoned)

The Company abandoned the Finlayson Lake project in November 2005.

The Hatchet Lake Uranium Properties

By agreement dated April 7, 2005 as amended October 20, 2005, the Company obtained an option to acquire a 50% right in a certain prospective mineral property located in the Athabaska Basin area of Saskatchewan (the Hatchet Lake Property) in consideration for:

i) a cash payment of $220,000 on or before November 15, 2005 (paid);

ii) making the following exploration expenditures on the property:

a) $100,000 on or before December 31, 2005 (completed February 2, 2006);

b) an additional $300,000 on or before February 1, 2006 (extended to 06/30/06, per      02/02/06 letter agreement letter;

c) an additional $450,000 on or before November 15, 2006; and

d) an additional $450,000 on or before November 15, 2007.



Upon payment of the $220,000 cash payment and completion of the expenditures as noted in (ii)(a) to (c) above, Entourage will have exercised the Option as to a 25% interest in the property.



Upon payment of the $220,000 cash payment and completion of all of the expenditures as noted in (ii) (a) to (d) above, the Company will have exercised the option and earned a 50% interest in the Property.



The term of the Agreement is for 5 years at which time the agreement, and the option granted thereunder, shall terminate if the option has not been exercised.



On October 20, 2005, the Company, by way of an assignment agreement with CMKM and United Carina the Company increased its interest in the Hatchet Lake property by assuming all of the interests of CMKM in the Hatchet Lake properties.



As consideration for the assignment agreement, the Company agreed to issue 15,000,000 of its common shares (issued January 3, 2006) to the CMKM shareholders.  The 15,000,000 shares
were to be distributed to the CMKM shareholders, but these shares have not been distributed at the time of this report and there is no indication when or if this distribution may occur.



As a result of this assignment agreement, and the subsequent New Hatchet Lake Option Agreement, also dated October 20, 2005, the Company now has a right to earn a 50% interest in the Hatchet Lake property as noted by terms i & ii (a-d) above.



In the fall of 2005, United Carina announced to the Company that line cutting and trench sampling was completed on the property. Drilling of targets on the Hatchet Lake prospect began in the last week of March 2006. The original 10-hole program was shortened due to un-seasonally warm spring weather in the area.  Assays from the 4 completed drill holes did not identify anomalous uranium values.



On March 17, 2007, United Carina announced to the Company that the 2007 winter drill program was underway at Hatchet Lake.  An 8-hole drill program was begun on the lake targets with results expected in late spring to early summer 2007.  On May 15, 2007 United Carina announced that 385.5 meters had been drilled in four holes at Hatchet Lake.  Drill core was sent to Saskatchewan Research Council for analysis and results are pending.

There is no NI 43-101 compliant report yet completed on the Hatchet Lake property. United Carina Resources Corp. is the Operator of the Hatchet Lake prospect.





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The Black Warrior Project (Abandoned)In June 2004, we announced that we signed a definitive agreement with Goodsprings Development Corp. (Goodsprings), a Nevada based corporation, whereby we may earn a 100% interest in the GBW project in Esmeralda County, Nevada commonly known as the Black Warrior Project in theCompanys other disclosure documents.   The agreement between Goodsprings and Entourage is a sub-lease agreement to the original property agreement between Goodsprings and Apex Deep Mines, also a Nevada based company.



All payment required under the Entourage-Goodsprings Agreement were paid in a timely manner.  The Company drilled 11 holes on the Black Warrior project.  The initial 9 holes did not find anomalous gold or silver showings however the final two holes intersected 30 feet of slightly anomalous gold values ranging up to .435 g/t.   There was $76,670.59 exploration work done on the Black Warrior Project in this year but in November 2006 the Company informed Goodsprings that the Company was relinquishing its interest in the Black Warrior project.

The Company advanced Goodsprings $7,500 to reclaim the property and to remediate it to its natural state.  Some time in 2007, after the remediated areas pass the scrutiny of the Bureau of Land Management (the BLM) the Company will be reimbursed a portion of the $11,400 reclamation bond posted by the Company in May 2005.  As well, the Company has been informed by Goodsprings that less than $7,500 was required to remediate the property but both parties agreed that any residual would remain with Goodsprings until the BLM refunded the reclamation bond.  The BLM reported to the Company in May 2007 that the Company was eligible to receive 60% of its remediation deposit by making application and the Company has done so.  The deposit has not been received to date.  The BLM has indicated that the full deposit refund may take five years for approval.



The Smeaton-Fort a la Corne Saskatchewan Diamond Prospect



On October 20, 2005, the Company announced a series of property option (earn-in interest) agreements (the Saskatchewan Property transactions) with CMKM Diamonds Inc., United Carina Resources Corp. and 10104075 Saskatchewan Ltd. (a private company) (1010), whereby the Company assumed the earn-in rights to properties optioned to CMKM.  One such property is termed the Smeaton/Forte a la Corne/Green Lake Diamond prospect (the Smeaton Property).



The Smeaton Property consisted of a 1.5 million acre parcel of claims (most recent claim status, from Saskatchewan Industry and Resources received June 28, 2007, is referenced as an appendix to this 20-F:  Smeaton Claim 06-2007),
 Previous to the Entourage-CMKM agreements, CMKM and 1010 had flown an airborne geophysical survey of the Smeaton Properties.  The Companys geologist, James Turner, P. Geo., reviewed the results of the survey and reported to the Company that 20 priority  diamond targets existed on the parcel, but in light of the $12 hectare maintenance fees payable, certain of the claims should be allowed to lapse for lack of potential.  The present parcel remains at approximately 500 claims (200,000 hectares) but will eventually reduced to only those claims that contain mineralized potential.  10104075 Saskatchewan Ltd. is the operator of the Smeaton Property.



In December 2005, the Operator commenced drilling on a priority target on the property.  The drilling encountered kimberlitic rock at approximately 530 feet and continued in kimberlite for over 300 feet eventually ending in dolomites at about 900 feet.  An independent kimberlite expert, Harrison Cookenboo, (PhD, P. Geo.), a qualified person, reviewed initial samples and concluded:



both pieces of core are in most respects closely similar to macrocrystic serpentine calcite kimberlite, but with some atypical features for kimberlite sensu-stricto, and suggests that the examined samples are best referred to as kimberlite or a closely related kimberlitic rock type with the potential for carrying diamonds.



On January 10, 2006, the Operator informed the Company that the first drill target (Target: C-Gpp) on the Smeaton Property had been completed after encountering difficult drilling 1000 feet into the target.  The hole finished in dolomites and the Operator decided to drill the second hole 30 meters to the northwest where geo-physical data implied that the center of the kimberlite may be situated.



The kimberlitic rock from the first drill hole was sent to Saskatchewan Research Council for caustic fusion and micro-diamond analysis.  The kimberltic rock did not yield any micro-diamonds however chromites were found in the drill core.  In 2006, the Company expended $32,481.40 on the Smeaton prospect bringing the total expenditures to $233,111.00 for years 2005 & 2006. The Smeaton project has 20 priority targets to be investigated and as of the date of this report has examined four of these targets.



There has been no additional work done on the Smeaton claims subsequent to the Companys drilling of January 2006. The Company has requested of 1010, all information on the Smeaton claims so that a compliant NI 43-101 Technical Report could be commissioned for the Smeaton claims however 1010 has not responded to these requests.  The Company considers these claims as non-operational until such a report can be completed.



Under the terms of the October 20, 2005 agreement (and subsequent amendments) the Company must, on or before November 15, 2010, expend a minimum of $2,500,000 in exploration expenditures,
of which $2,267,000 remains to be spent, (or issue an equivalent amount of stock in the Company based on the 20 average price of the stock prior to the issuance) on the property to earn an 80% interest in the Property.  There were no minimum annual expenditures or exploration requirements that are required to keep the option in good standing.

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In early 2006, the Company advised 1010, which acts as the Operator of the Property, that it would not participate in any exploration by 1010 unless the exploration was conducted in accordance with NI 43-101 and mining best practices.   1010 nevertheless proceeded to perform work on the Property and, on March 26, 2006, sent invoices to the Company totalling $280,122.53.

The Company believes that it is not liable, under the terms of the Agreement or in any other way, for these invoices and has so advised 1010, most recently in its letter to 1010 dated April 27, 2007.  To date, no collections or other proceedings have been commenced by 1010.

There is, however, the risk that 1010 might commence collections or other proceedings.  In that event, while the Company would vigorously defend its position that it is not liable in any way for funds claimed pursuant to the invoices, there is the risk that a proceeding by 1010 could be successful.  The Company cannot assess the probability of that risk and accordingly, the likelihood of loss, if any, is presently not determinable.

The Company issued 33,888,888 shares of the Company stock as consideration for the purchase of the Smeaton claims.  30,000,000 (thirty million) of these shares are to be distributed to the CMKM shareholders but these shares have not been distributed at this time and there is no indication when, or if, these shares will be distributed.

The Doran Uranium Property



In March of 2005, the Company entered into an option agreement with Fayz Yacoub, a professional geologist and businessman from Vancouver British Columbia, Canada, whereby the Company could acquire 44 claim blocks prospective for uranium situated in Costebelle Township in eastern Quebec.  Subsequent to entering into the property agreement, 3 additional claims blocks were added to the project.  The option agreement with Mr. Yacoub was revised  by mutual consent in March 2007 in conjunction with the Company option agreement with Abbastar Holdings Ltd. 
In consideration for the Doran Property vendor, Mr. Yacoub, consenting to the Option Agreement with
Abbastar, the Company issued the balance of shares (500,000) due to the Doran Property vendor on March 12, 2007.



The Doran Uranium property consists of 47-contiguous mineral claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz area of Costebelle Township, Quebec. The claim block is centered at GPS 548009 E and 5572265 N.



The Doran property is located in the far eastern part of Quebec, along the north shore of the Gulf of St. Lawrence, and about 25 kilometers west of Aguanish, approximately 85 kilometers east of Havre St. Pierre. The property extends inland from the Gulf of St Lawrence a distance of approximately 10 kilometers to the north.



The property is situated within the Costebelle Township, NTS map sheet 12 L/08. Access to the property is by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to the Pashashibou River and to the southern part of the property.



The topography of the property for the most part is rolling hills having a maximum relief of 100 feet with elevation ranging from sea level to 100 feet. All mineralized areas of interest are located comfortably above sea and river levels.



Exploration, including geological mapping, rock sampling, trenching and shallow drilling on the Doran uranium project resulted in the estimation of a historical uranium resource which requires verification to conform to Canadian NI 43-101 geological reporting standards. Before these standards were initiated, previous work on the property, done by Aguanish Uranium Inc., Noranda and Lacana Mining, was successful in locating and partially exposing several potential target areas, including the Doran East Centre target where three holes were drilled (1978) 14 feet apart with cores returning values of 6.4, 6.4 and 9.2 Lbs. Per ton uranium (U3 O8).



Entourage made a down payment of $35,000 to acquire the option and agreed to a work commitment of $200,000 of exploration in the first year of the Doran Uranium Property agreement.



The Company expended $245,591.00 in exploration work on the property in fiscal year 2005 and a National Instrument 43-101compliant geological report by Eric Ostensoe (P. Geo,) was commissioned.  In late February 2006, Mr. Ostensoe completed his report and the Company posted the report on Sedar and Edgar (March 09, 2006) as well as the Company website.

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In May 2006, the Company advanced to On Track Explorations, the Doran project operator, $150,000CDN to commence drilling and ground exploration work as outlined in Mr. Ostensoes report.  Drilling commenced on the Main Zone of the Doran property in May 2006 and 14 of 16 holes drilled encountered subsurface uranium mineralization.  The Companys option agreement on the Doran property required that the Company expend $300,000 in year two of the agreement.



The Company expended $356,198 on drilling and exploration in fiscal 2006 and reported drill results on July 20, 2006.  As well, in July the Government of Quebec reimbursed the Company $57,745 as part of the Provinces mining exploration incentive program. This rebate was based upon the Companys 2005 exploration expenses.



The Company hoped to commence exploration on the Doran property in late January or February 2007 when frozen conditions would permit ground transport of drilling equipment thereby eliminating the costly option of helicopter transport of drilling equipment from each drill hole location.  In early February the Company contracted the services of Forages La Virole to commence drilling on the L anomaly situated in the north of the Doran property but four to six foot snow drifts prevented the drilling contractor from reaching the L anomaly so the work program was cancelled.



On February 13, 2007, the Company entered into a Mineral Property Option agreement with Abbastar Holdings Ltd. (Abbastar), a Vancouver based TSX Venture listed company, whereby Abbastar could earn up to 70% interest in the Doran property by paying the Company a one time $100,000 CDN payment (upon filing of the agreement) and expending $5,000,000 (five million) over four years.  In April 2007 an updated NI 43-101 Technical Report was prepared by Michel Proulx, M. Sc., P. Geo and Michel Boilly, Ph D, P Geo, both Qualified Persons as that term is described in National Instrument 43-101, and this report was filed on Sedar by Abbastar Holdings Ltd. on May 2, 2007. The TSX Venture Exchange approved this transaction on May 30, 2007.



On May 11, 2007, Entourage and Abbastar announced that drilling had commenced on the L anomaly of the Doran project and as of this report 32 holes have been completed   All drill results will be published when available.



Competition

The mineral property exploration business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a profitable market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for us to receive an adequate return on investment.

We will compete with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

The Company is also prospecting for uranium in Saskatchewan and Quebec. It is anticipated that uranium generated power will become more popular in the decades to come as rising oil prices and political strife in the worlds oil producing regions continue.  The price of U3O8 (yellow cake) has risen from $7USD/ lb in 2005 to $135USD/lb. at the date of this report.

The market for diamonds, which the Companys Smeaton Lake properties are prospective for, is primarily managed by cartel. However, although the CSO (the Central Selling Organization) still distributes and markets the majority of the world's rough production, the introduction of new sources of rough (Australia, Russia, Canada, and parts of Africa) has considerably changed the controlled single market system. Any production of diamonds by the Company would likely have no measurable effect on the world prices.

Regulations

The Company is subject to the various environmental and business regulations of the jurisdictions in which it conducts mineral exploration.

These regulations can be onerous and, in some cases, expensive to comply with. In particular, the Company may be required to expend funds to reclaim or restore land disturbed by mineral exploration.

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It is possible that the Company may not be able to afford to comply with various environmental and business regulations in the jurisdictions in which it conducts mineral exploration and would, as a result, have to curtail or cease operations and exploration.

The jurisdictions in which the Company is presently operating are, in the Companys view, known as jurisdictions which are friendly to mining activity and the Company believes that it can meet applicable regulatory requirements.

Management & Employees

We do not have any employees other than our directors and officers.

Our President and Chief Executive Officer, Gregory F. Kennedy, devotes approximately 75% of his business time to our affairs. We have a management agreement with Mr. Kennedy that was described in the Related Party Transactions section of the Companys 2005 Annual Report and filed on EDGAR on July 1, 2006.

Where necessary, we employ consultants, who in turn employ labourers, to further exploration on our mineral resource properties.

Office Space

We utilize about 700 square feet of office space in Vancouver, British Columbia. Our rent is approximately $1,400 per month.

4.C Organizational structure

Not applicable

4.D Property, plant and equipment

Disclosure required of an extractive enterprise is contained in part in Item 4, Part B above. As the Companys properties are not at an advanced stage of exploration, no reserve estimates are made nor as of yet certain what if any reserves will be on the properties.

The Finlayson Lake Properties

In November 2005 the Company informed the Finlayson property owner, Yukon Zinc Ltd. (formerly Expatriate Resources), that Entourage Mining Ltd. would abandon its search for emerald on the Finlayson Property and would relinquish any further claims to the properties.

The Hatchet Lake Uranium Properties

The Hatchet Lake properties are located 30 kilometers north and northeast of four known uranium deposits (Rabbit Lake, McLean Lake, Collins Bay and Eagle Point) and consist of 16,949 hectares (41,864 acres) of prospective uranium properties.

United Carina Resources Corp (Carina), a Saskatchewan based mineral exploration company, owns the Hatchet Lake Properties (TSX.V: UCA) and  is the operator of the project. The properties are accessible by improved gravel road from Highway 905 North in north central Saskatchewan.

Current State of Exploration

On March 19, 2007, United Carina Resources and the Company announced the resumption of drilling on the Hatchet Lake uranium property situated along the eastern edge of the Athabasca basin, in the Wollaston Lake area of Northern Saskatchewan..  United Carina, as operator, was able to complete 4 drill holes in the 2007 campaign as unseasonably warm weather curtailed plans for the complete 8 hole planned program.  Carina has not published the results of the drill program at the date of this report.

Previous work identified five areas requiring detailed exploration as outlined below:

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Area A

Encouraging results were obtained south of Hatchet Lake in an area west of Turkey Lake. Sandstone boulders were found exhibiting alteration features and geochemistry common to all the unconformity-related deposits in the eastern Athabasca basin.Sandstone boulders found at one sample site have outstanding visual alteration features, including gray pyritic sandstone, silicified sandstone and a boulder with secondary hydrothermal hematite. Boulders in the area have anomalous geochemistry, with boron values up to 26 parts per million (median six parts per million), uranium values up to 0.67 part per million (median 0.21 part per million), lead values up to 0.96 part per million (median 0.53 part per million) and arsenic values up to 0.5 part per million (median 0.2 part per million). The sandstone is moderately illitic.

Immediately up-ice from the site and within the overall geochemical anomaly are two untested geophysical conductors. These conductors occur 10 kilometres along strike of Areva's Moonlight zone, which has intersections up to 1.76 per cent U per 1.5 metres.  Sandstone thickness in the area of the conductors is estimated to be 50 metres.

Area G

Boulder sampling identified target area G along the eastern edge of the Athabasca sandstone, south of Tromberg Bay. Geochemical values are up to 0.31 part per million uranium (median 0.21 part per million), up to 31 parts per million boron (median six parts per million) and the sandstone is strongly illitic. These values are associated with an untested geophysical conductor.

Le Drew

Boulder sampling highlighted the Le Drew Lake area, near the edge of the Athabasca sandstone. Previous work identified outstanding radon-in-water (uranium pathfinder) anomalies. These were interpreted to coincide with the junction of two major fault systems. The boulder sampling confirms the presence of anomalous uranium values up to 0.89 part per million (median 0.21 part per million) and anomalous lead up to 1.17 parts per million (median 0.53 part per million). A weak, untested geophysical conductor is closely associated with the anomalous boulders.

The boulder sampling program found several other areas weakly anomalous in trace elements and these require more work. One of these is the South Bear property, with uranium values up to 0.56 part per million (median 0.21 part per million), lead up to 2.83 parts per million (median 0.53 part per million) and one sample with 0.4 molybdenum (median 0.05 part per million).

Carina has informed the Company that a NI 43-101 geological report will be commissioned and forwarded to the Company upon completion.

Because of the drilling program delays the companies negotiated to extend the terms of the October 20, 2005 Mineral Property Agreement and the Company was given an extension to July 1, 2007.  A further extension is being negotiated at the time of this report as poor weather conditions truncated the 2007 drill program.

Hatchet Lake Claims: Location and Accessibility

The Hatchet Lake properties, situated in north central Saskatchewan on the eastern edge of the Athatbasca basin, are located 30 kilometers north and northeast of four known uranium deposits (Rabbit Lake, McLean Lake, Collins Bay and Eagle Point) and consist of 16,949 hectares (41,864 acres) of prospective uranium properties. The following table outlines the claim blocks:

|                |          |               |           
|--------------- | -------- | ------------- | ----------
|Claim           | Number   | Area          | Status    
|                |          |               |           
|Claim Block I   | S-107478 | 3231 hectares | Registered
|Claim Block II  | S-107479 | 5475 hectares | Registered
|Claim Block III | S-107480 | 5823 hectares | Registered
|Claim Block IV  | S-108049 | 2420 hectares | Registered

The Hatchet Lake claims are road accessible during the winter months only or by helicopter or fixed wing floatplane in the summer months.

Black Warrior Project (Abandoned)

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The claim group was made up of 63 un-patented mining claims owned 100% by Goodsprings Development Corporation and held by Goodsprings under a mining lease from the Apex 76 Deep Mines Inc. The claims are located in Section 29, 30, 31&32, T. 1 S., R. 39 E. in a prolific mining area called the Walker Lane Belt (WLB). Entourage Mining Ltd. acquired the claims from Goodsprings Development Corporation of Nevada.  The Company abandoned these claims in November 2006 when anomalous gold values were deemed insufficient to continue further exploration or make additional property payments.

The Smeaton-Forte a la Corne Properties

The Smeaton/Forte a la Corne properties were acquired by way of an option agreement between Entourage Mining Ltd. and 101047025 Saskatchewan Ltd. ( 1010), a private Saskatchewan company. The original claim blocks consisted on 1087 claims encompassing approximately 1.5 million acres
(see Appendix: Smeaton Claim 06-2007 for most recent status) situated in the Smeaton, Forte a la Corne, Candle Lake areas of central Saskatchewan.

Originally signed on October 20, 2005, the option agreement did not come into full force until the Company completed its due diligence on the properties in December 2005. The Company contracted the services of James Turner, P. Geo and a qualified person as outlined in National Instrument 43-101, to complete the due diligence on behalf of the Company.

Mr. Turner visited the properties, reviewed the claims data provided by 1010 and matched these data with the results of an airborne survey completed on the properties by the previous optionee, CMKM. Upon completion of Mr. Turners due diligence and in light of extensive land claim renewal fees on various claimblocks the Company decided to renew claims that were shown to have potential to host kimberlite material and allow claims with little mineral potential to lapse.

At the present time, the Company holds approximately 265 claims covering 121,158 hectares
(most recent claim status, from Saskatchewan Industry and Resources received June 28, 2007, is referenced as an appendix to this 20-F:  Smeaton Claim 06-2007)
and claims with little or no mineral potential have been allowed to lapse.

In fiscal year 2006, the Company expended $32,481 on exploration of the Smeaton/Forte a la Corne properties. The Company is obligated to expend $2,500,000CDN by November 2010 on the Smeaton properties in order to earn its 80% interest in the Smeaton/Forte a la Corne properties.

The Company has requested, from 1010 a complete compilation of all previous data from the Smeaton claims so that a NI 43-101 compliant technical report may be done on the properties. The Company will not resume work on the properties until such a report has been written.

Smeaton Property: Location and Accessibility

Because of the large number of claims in the Smeaton Property Agreement, these claims are included in this report as an appendix to this
report (See Appendix: Smeaton Claims 06-2007). The Smeaton claims are located in central Saskatchewan, Canada in an area known for cold winters and hot dry summers. The area has paved highways and gravel roads with abundant electricity transmission. Many of the claims are situated on agricultural lands where access in the summer time may not be available.

The Doran Uranium Property

The Doran Uranium Property consists of 47 contiguous mineral claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz area. The claim block is centered at GPS 548009 E and 5572265 N.  The property is located in the southeastern part of Quebec, along the north shore of the Gulf of St. Lawrence, and about 20 kilometers west of Aguanish, approximately 95 kilometers east of Havre St. Pierre. The property extends inland from the Gulf of St Lawrence a distance of approximately 10 kilometers to the north.

The property is situated within the Costebelle Township, NTS map sheet 12 L/08. Access to the property is by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to the Pashashibou River and to the southern part of the property.

The topography of the property for the most part is rolling hills having a maximum relief of 100 feet with elevation ranging from sea level to 100 feet. All mineralized areas of interest are located comfortably above sea and river levels. Any heavy equipment could very easily be driven from the road to any of the mineralized zones.

In August 2005 the Company completed a line cutting, trenching and geophysical survey of the property. Although only 25% of the property was surveyed, several drill targets were identified and the Company commenced drilling

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these targets in the early spring of 2006. Furthermore, the Company contracted the services of Eric Ostensoe, P. Geo, and a qualified person as that term is defined in NI 43-101, to prepare a NI 43-101 compliant technical report on the property. The report was completed before the 2006 drilling and groundwork began.

The initial results of work in the field indicated high ''counts per second`` scintillometer readings, indicative of concentrations of radioactive mineralization. The areas of interest have large surface dimensions and, if they can be shown to have vertical persistence, may have important volumes of potentially mineable materials and thus have the potential, with further work, to become high tonnage deposits with economically attractive amounts of uranium.

The 2006 exploration activity on the Doran property began in the middle of May 2006. We advanced to the project operator, On Track Explorations Inc., $250,000 to commence drilling on the Main and to continue line cutting and trench sampling of the northeast portion of the property and the North zone.

On Track Explorations reported to the Company on June 6, 2006, that 16 drill holes on the M zone were complete and that drill core samples had been shipped to a qualified assay laboratory in Vancouver. Drill results confirmed sub-surface uranium mineralisation in 14 of 16 holes drilled as well as one drill hole graded .4lb/ton U3O8 over 13 meters in the Hot Spot located in the north sector of the Main Zone.

Rock saw channel samples taken in the summer of 2006 revealed elevated readings of uranium from similar samples previously taken from the Main Zone.  In conjunction with an airborne magnetic survey of the property and high radioactive levels, it was decided to concentrate on the north sector of the property in the 2007 exploration campaign.

Current State of Exploration

On May 11, 2007, the Company and Abbastar Uranium Corp. (formerly Abbastar Holdings Ltd. ) announced that the companies had contracted the services of  Cartwright Drilling of Goose Bay Labrador and Panorama Helicopters of Alma Quebec, to commence drilling on the L anomaly situated in the north-central portion of the Doran property.  Initially the companies planned to drill a minimum of 1500 meters but hoped to drill as much as 3000 meters.  Good conditions and efficient work by the companies geologists and contractors permitted 32 holes to be drilled in the north and north-east sectors of the property (anomalies L, N, X and Y).  Drilling was finished on June 13, 2007 and preliminary results, reported June 26, 2007, are summarized:

H17

(Anomaly L19

Channel Sample: 1.51lb/t U3O8 Dip: NE -60°Length: 142.47m)

4.0-13.74m: 0.0095% (0.19lb/t) U3O8 over 9.74 meters

26.15-32.75m: 0.0155% (0.31lb/t) U3O8 over 6.6 meters

123.11-136.20m: 0.014% (0.28lb/t) U3O8 over 13.09 meters



H18

(Anomaly L19 Channel Sample: 1.51 lb/t U3O8 Dip: SE -45°Length: 152.25 m)

12.00-28.50m: 0.035% (0.70lb/t) U3O8 over 16.50 meters

29.46-36.10m: 0.023% (0.46lb/t) U3O8 over 6.6 meters

38.50-44.15m: 0.0105% (0.21lb/t) U3O8 over 5.65 meters

73.20-77.20m: 0.014% (0.28lb/t) U3O8 over 4.00meters

83.80-99.05m: 0.0115% (0.23lb/t) U3O8 over 15.25meters



H21

(Anomaly L3Channel Sample: 1.10l lb/t U3O8 Dip: NE -50°Length: 151.25m)

0-1.80m: 0.0145% (0.29 lb/t) U3O8 over 1.8 meters

15.60-17.05m: 0.032% (0.64lb/t) U3O8 in a 1.45 meter dyke in granite

40.51-49.72m: 0.017% (0.34lb/t) U3O8 over 9.21 meters



H23

(Anomaly L7 Channel Sample: 0.84lb/t U3O8 Dip: NE -45°Length: 200.30m)

18.90-22.70m: 0.017% (0.34lb/t) U3O8 over 3.8 meters

47.24-51.70m: 0.019% (0.38lb/t) U3O8 over 4.46 meters

143.03-145.69: 0.0165% (0.33lb/t) U3O8 in a 2.66meter dyke in granite



The best intersection to date is from H18 where drilling intersected 24.1m (includes .96m granite intrusion) grading 0.033% (0.66lb/t) U3O8 including 8.82m of 0.0511% (1.022lb/t) and 1.62m of 0.116% (2.32lb/t) U3O8.  These results represent a small sample of the drill core available and further results are pending.

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Doran Property: Location and Accessibility

The property extends inland from the Gulf of St Lawrence a distance of approximately 10 kilometers to the north. The property is situated within the Costebelle Township, NTS mapsheet 12 L/08. Access to the property is by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to the Pashashibou River and to the southern part of the property.  Locally this area is know as Moyenne Cote Nord or middle coast north of the St. Lawrence Seaway.

The topography of the property for the most part is rolling hills having a maximum relief of 100 feet with elevation ranging from sea level to 100 feet. All mineralized areas of interest are located comfortably above sea and river levels.

The climate around the property area is characterized by long winters, generally extending from late October until mid-April.

The Doran claim block consists of 47 (revised from the original 44 as reported previously) contiguous mineral claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz area. The claim block is centered at GPS 548009 E and 5572265 N. Pertinent claim data is as follows:





|            |     |        |                  
|----------- | --- | ------ | -----------------
|Title #     | Row | Column | Surface Area (ha)
|CDC 0048705 | 05  | 20     | 55.01            
|CDC 0048706 | 05  | 21     | 55.01            
|CDC 0048707 | 05  | 22     | 55.01            
|CDC 0048708 | 05  | 23     | 55.01            
|CDC 0048709 | 06  | 20     | 55.00            
|CDC 0048710 | 06  | 23     | 55.00            
|CDC 0048711 | 07  | 20     | 54.99            
|CDC 0048712 | 10  | 24     | 54.96            
|CDC 0048713 | 11  | 21     | 54.95            
|CDC 0048714 | 11  | 24     | 54.95            
|CDC 0048715 | 14  | 22     | 54.92            
|CDC 0048716 | 14  | 23     | 54.92            
|CDC 0048651 | 07  | 22     | 54.99            
|CDC 0048652 | 07  | 23     | 54.99            
|CDC 0048653 | 08  | 22     | 54.98            
|CDC 0048654 | 08  | 23     | 54.98            
|CDC 0048655 | 09  | 22     | 54.97            
|CDC 0048656 | 09  | 23     | 54.97            
|CDC 0048657 | 10  | 22     | 54.06            
|CDC 0048658 | 10  | 23     | 54.96            
|CDC 0048659 | 11  | 22     | 54.95            
|CDC 0048660 | 11  | 23     | 54.95            



|            |    |    |      
|----------- | -- | -- | -----
|CDC 0048661 | 12 | 22 | 54.94
|CDC 0048662 | 12 | 23 | 54.94

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|             |     |     |      
|------------ | --- | --- | -----
|CDC 0048663  | 13  | 22  | 54.93
|CDC 0048664  | 13  | 23  | 54.93
|CDC 0048665  | 06  | 21  | 55.00
|CDC 0048666  | 06  | 22  | 55.00
|CDC 0048667  | 07  | 21  | 54.99
|CDC 0064114  | 08  | 20  | 54.98
|CDC 0064115  | 08  | 21  | 54.98
|CDC 0064116  | 09  | 20  | 54.97
|CDC 0064117  | 09  | 21  | 54.97
|CDC 0064118  | 10  | 21  | 54.96
|CDC 0064119  | 12  | 21  | 54.94
|CDC 0064120  | 12  | 24  | 54.94
|CDC 0064121  | 13  | 21  | 54.93
|CDC 0064122  | 13  | 24  | 54.93
|CDC 0064123  | 14  | 21  | 54.92
|CDC 0064124  | 14  | 24  | 54.92
|CDC 0064125  | 15  | 21  | 54.91
|CDC 0064126  | 15  | 22  | 54.92
|CDC 0064127  | 15  | 23  | 54.92
|CDC 0064128  | 15  | 24  | 54.92
|CDC 2024598  | n/a | n/a | 54.92
|CDC2024599   | n/a | n/a | 54.92
|CDC 0097498* | n/a | n/a | 50.12



* Claim CDC 0097498 provides access to the property and may not be prospective for mineralisation.

ITEM 5.           OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A Operating results

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the properties. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in Entourage Mining Ltd. We must raise cash to implement our project and stay in business. Even if we raise money, we do not know how long the money will last. It depends upon the amount of exploration we conduct and the cost thereof. We wont know that information until we begin exploring our properties. We will not be able to complete the exploration of our properties until we raise money.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.

Our exploration program is explained in as much detail as possible in the business section of this registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land. We do not intend to interest other companies in the properties if we find mineralized materials. We intend to try to develop the reserves ourselves.

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During the period ending December 31, 2006, the Company spent $414,901 in exploration activities and paid or accrued $217,220 in option payments. During the year ended December 31, 2005, the Company incurred exploration costs of $632,134 and paid or accrued $8,978,214 in option payments.

The Companys loss before taxes (as well as operating expenses) for the year ended December 31, 2006 (fiscal 2006) totaled $3,017,828 (net loss after tax being $2,973,161)or $0.04 per share compared to $10,088,960  (net loss after tax being $10,068,841) or $0.57 per share for the year ended December 31, 2005 (fiscal 2005). The significant decrease in loss in fiscal 2006 versus fiscal 2005 was mainly because during fiscal 2005 the Company booked an obligation to issue a total of 48,888,888 shares of common stock at a deemed cost of $8,638,667 for acquisition of properties. Office and sundry expenses were $66,262 as compared to $58,039 during fiscal 2005. Also, during fiscal 2006 the consulting expenses were $70,166 compared to $42,762 for fiscal 2005 (reflecting increased overall business activity with additional payments to geological consultants), professional fees were $53,359 during fiscal 2006 compared to $81,401 for fiscal 2005 (reflecting less legal fees incurred due to less property agreements made in fiscal 2006), promotion and travel expenses were $65,593 in fiscal 2006 compared to $43,763 in fiscal 2005 (reflecting more promotional activities undertaken during 2006) and stock based compensation was $2,027,384 as compared to $163,400 in fiscal 2005 (reflecting the granting of larger number of stock options in fiscal 2006)

5.B Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

On February 5, 2004, the Company completed a private placement for 889,500 units, comprised of one common share and one common share purchase warrant, at a price of $0.22 per unit, plus 108,000 flow-through common shares at a price of $0.22 per share, for total consideration of $219,450.

On June 8, 2004, the Company completed a private placement for 698,000 units, comprised of one common share and one common share purchase warrant, at a price of $0.404 (US$0.30) per unit, for total consideration of $282,331.

On December 31, 2004 the Company completed a private placement for 2,815,500 units, comprised of one common shares and one common share purchase warrant, at a price of $0.18 (US$0.15) per share, for total consideration of $510,876. In addition the Company issued 132,000 common shares paid as a finders fee in connection with the placement.

On September 22, 2005, the Company completed a private placement of the Company's shares, consisting of 550,000 non-flow-through units, at U.S. $0.15 per unit. Each unit consisted of one common share and one common share purchase warrant entitling the holder to buy one additional share, at U.S. $0.25 per share, for a period of one year. The financing also consisted of 295,000 flow-through shares, at U.S. $0.25 per share (without warrant). The private placement resulted in cash proceeds to the Company of U.S. $82,500.

On October 7, 2005 the Company completed a private placement of 1,275,000 units of the Company's share capital, at U.S. $0.11 per unit. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant enables the holder to purchase an additional share, at U.S. $0.25 each, for a period of two years. The Company received proceeds of $140,250 (U.S.) from this private placement.

On November 17, 2005 the Company completed a private placement, consisting of 5,333,334 units of the Company's share capital. Each unit consisted of one common share and one share purchase warrant, each warrant entitling the holder to purchase an additional share for two years, at an exercise price of U.S. $0.25 per share. A finder's fee of 200,000 shares (6%) was paid to a private individual on a portion of the private placement. The grant date fair value of these warrants has been included in share capital on a net basis and accordingly has not been recorded as a separate component of stockholders equity.

During the year ended December 31, 2005, 250,000 shares were issued at U.S. $0.15 per share pursuant to exercise of stock options, for proceeds of $44,147, and 50,000 shares were issued at $0.30 per share, for proceeds of $15,000 pursuant to exercise of warrants.

On May 24, 2006, the Company closed a flow through private placement of 340,000 units at US $0.25 for total proceeds of $93,585 (US$85,000) (each unit consisting of one common share and one half share purchase warrant wherein the holder, by offering two half purchase warrants, may purchase an additional share at US $0.30 for two-

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years). Both the common shares and the share purchase warrants comprising the units are flow-through.

On December 27, 2006 the Company closed a non-brokered flow through private placement of 200,000 units at $0.23 for proceeds of $46,000. Each unit consists of one flow through share and one-half flow through warrant enabling the purchaser to exchange one full flow through warrant for one flow through common share at a price of $0.35 for a period of two years.

During the year ended December 31, 2006, 410,000 shares were issued at U.S. $0.15 per share pursuant to exercise of stock options. Pursuant to exercise of warrants 744.500 shares were issued at $0.30 per share and 955,000 shares were issued at US$0.25 per share.

On December 31, 2006, the Company had $126,611in cash compared to having $479,581 on December 31, 2005. On December 31, 2006, the Company had a positive working capital surplus of $87,596 as compared to a positive working capital position of $323,563 on December 31, 2005.

As of the date of this Annual Report, the Company has approximately only $16,231.00 in positive working capital. As a result, it is unable to undertake significant work programs and exploration on its mineral properties without first raising further financing.

5.C Research and development, patents and licenses, etc.

Our methods of exploration, development and extraction are not unique to our Company but are common in our industry.

We do not rely on patents, technological licenses or intellectual property licenses in our operations.

We did not have any research and development expenditures in the year ended December 31, 2006 or any past years.

5.D Trend information

Our Hatchet Lake and Doran mineral properties are prospective for uranium.  There are few producers of uranium in the world and the market is dominated by seniors producers Cameco (Canada), Areva (formerly Cogema, France) Energy Resources (Australia), Denison (Canada) and SXR (South Africa). The market for uranium is a homogeneous, integrated commodities market.

The market is not one that is particularly susceptible to the influence of one or more large suppliers or buyers. The world average grade from producing uranium mines is 0.15 per cent U3O8, with spot uranium prices having risen from a cyclical low of US$7.10 (U.S.) per pound in late 2000 to US$135/lb. on June 11, 2007.

The Smeaton properties are prospective for diamonds.  The diamond industry traditionally is controlled by the DeBeers cartel with the exception of blood diamonds from conflict areas of the world and small production from non-cartel countries.  During the 1990s, discoveries in Northern Canada have made Canada one of the top five producers worldwide.  Should our properties become economic producers, our production would likely have virtually no impact on world prices for diamonds.

5.E Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

5.F Tabular disclosure of contractual obligations

Not Applicable.

ITEM 6.           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A Directors and senior management

20

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The following is a list of the current directors and senior officers of the Company, their municipalities of residence, their current position with the Company and their principal occupations:

|                    |     |                                                                   
|------------------- | --- | ------------------------------------------------------------------
|Name of Director    | Age | Principal Occupation                                              
|                    |     |                                                                   
|Gregory F. Kennedy  | 57  | President of the Company                                          
|President, Director |     |                                                                   
|Victoria, BC        |     |                                                                   
|                    |     |                                                                   
|Dr. Paul Shatzko    | 72  | Director of several companies                                     
|Director, Chairman  |     |                                                                   
|Langley, BC         |     |                                                                   
|                    |     |                                                                   
|Michael B. Hart     | 58  | Director, Secretary                                               
|Director, Secretary |     | Management Consultant and President of Hart-Byrne Enterprises Ltd.
|Roberts Creek, BC   |     |                                                                   
|                    |     |                                                                   
|Corey Klassen       | 36  | Director                                                          
|Calgary, AB         |     | Mortgage Broker, Wells Fargo Financial                            
|                    |     |                                                                   
|Executive Officers: |     |                                                                   



|                   |     |                                   
|------------------ | --- | ----------------------------------
|Name of Officer    | Age | Office                            
|                   |     |                                   
|Gregory F. Kennedy | 57  | President, Chief Executive Officer
|Michael B. Hart    | 58  | Secretary                         
|Pradeep Varshney   | 50  | Chief Financial Officer           

Our directors hold office until our next annual meeting of shareholders and until their successors have been elected and qualified. Our officers are elected by our board of directors at our annual meeting after each of our annual meetings of shareholders and hold office until their death, or until they resign or have been removed from office.

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

Gregory F. Kennedy  Director, President and Chief Executive Office

At our annual general meeting in April 2004, Mr. Kennedy was appointed as President of the Company. Since May 2003, Greg Kennedy has been a director of the Company. Since July 2001, Mr. Kennedy
was the Vice President of Operations from July 2002 until September 2004 and a
director from July 2002 until August 2006, a Director of Abbastar Holdings Ltd. (TSX:V-ABA.H.), formerly Fountain House Holdings located in Vancouver, British Columbia. In May 2007 ABA.H changed its name from Abbastar Holdings to Abbastar Uranium, reflecting a change of business and graduation to a Tier II listing on the TSX Venture Exchange.

Since November 2002, Mr. Kennedy was the President and a Director of Digital Capital.com, Inc., a Delaware corporation, located in Squamish, British Columbia. Digital Capital.com, Inc., was a blank check corporation with no business purpose other than to merge with or acquire another corporation. Digital Capital.com, Inc. did not merge with any entity and the company ceased to exist in 2004.

Due to a medical condition, from December 2000 to July 2001, Mr. Kennedy was not employed and furnished limited consulting services as an independent contractor. From November 1998 to December 2000, Mr. Kennedy was Marketing Director of Titan Trading Analytics Inc. located in Vancouver, British Columbia. Titan Trading is a purveyor of computer software designed for the securities and investment community. From January 1991 to November 1998, Mr. Kennedy was a stockbroker with McDermid St. Lawrence Securities, now Raymond James Canada, located in Vancouver, British Columbia.

Dr. Paul Shatzko  Director and Chairman

Dr. Shatzko is a retired radiologist and self employed businessman; he is a director of several public companies and a director of Entourage Mining Ltd. since July 31, 2004.

21

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Michael B. Hart - Director and Corporate Secretary

Mr. Hart has worked in the financial markets sector with a number of large financial institutions between 1983 and 1990 where he acted as an account executive and financial consultant. From 1990-1995, Mr. Hart fulfilled the responsibilities of business and sales manager within the automotive industry. Subsequent to 1995, Mr. Hart worked with an investment-banking group that was responsible for taking projects from Carinat up to the public markets and has had experience with public companies in the oil and gas industry. Currently, Mr. Hart is President of Hart-Byrne Enterprises Ltd. a private British Columbia company and is a member of the Board of Directors of AMG Oil Ltd. and Durum Consolidated Energy. Mr. Hart is a Member of the Board and the Corporate Secretary for Entourage Mining Ltd.

Corey Klassen- Director

Mr. Klassen, a Calgary resident, was an economics major at the University of Saskatchewan and predominantly focusing on Business Development Management for major Canadian Financial Institutions and Mortgage Brokering firms for the past 10 years has an extensive background in mortgage and financial lending. To add, Mr. Klassen is also an Instructor for the mandatory Mortgage Brokering Scholastic Courses and an active member in those governing bodies including the Mortgage Brokers Association of British Columbia (MBABC), The Alberta Mortgage Brokers Association (AMBA), and The Canadian Institute of Mortgage Brokers and Lenders(CIMBL). The Company is pleased to be able to draw upon Coreys financial expertise in future financings.

Pradeep Varshney, Chief Financial Officer

Pradeep Varshney is a Certified General Accountant. In addition, he has an MBA from the University of Western Ontario, and an MS (Chemical Engineering) from the University of New Hampshire, USA. Mr. Varshney has been involved with public companies for the last 12 years. He was formerly the CFO of Mountain Province Diamonds Inc. and Gee-Ten Ventures Inc.

6.B Compensation of Directors

We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended December 31, 2006.



Summary Compensation Table

|                                                                        |                                              |                                  |                        |                    |                               |           |     |    
|----------------------------------------------------------------------- | -------------------------------------------- | -------------------------------- | ---------------------- | ------------------ | ----------------------------- | --------- | --- | ---
|NAME AND 
PRINCIPAL 
POSITION                                           | YEAR                                         | ANNUAL COMPENSATION              | LONG-TERM COMPENSATION
|Salary 
($)                                                             | Bonus 
($)                                   | Other Annual 
Compensation 
($)1 | Awards                 | LTIP 
payouts 
($) | All Other 
Compensation 
($)2
|Restricted 
Stock 
Awards 
($)                                          | Securities 
Underlying 
Options/ 
SARs 
(#)
|Gregory F. 
Kennedy, 
President, 
Chief 
Executive 
Officer & 
Director | 2006                                         | Nil                              | Nil                    | 60,0003            | Nil                           | 1,150,000 | Nil | Nil
|Michael Hart, 
Secretary 
&Director                                     | 2006                                         | Nil                              | Nil                    | 3,000              | Nil                           | 700,000   | Nil | Nil
|Paul Shatzko, 
Chairman & 
Director                                     | 2006                                         | Nil                              | Nil                    | 16,5004            | Nil                           | 1,200,000 | Nil | Nil
|Corey 
Classen, 
Director                                               | 2006                                         | Nil                              | Nil                    | Nil                | Nil                           | 500,000   | Nil | Nil

22

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1 The value of perquisites and benefits, if any, for each Named Executive Officer was less than the lesser of $50,000 and 10% of the total annual salary and bonus 
2 For further details, refer to the heading "Related party transactions" below 
3 Paid or accrued as a payable for management fees of which $24,250 remained payable as of December 31, 2006
4 Paid or accrued as a payable for management fees of which Nil remained payable as of December 31, 2006

6.C Board practices

The directors hold office until the next annual general meeting of the shareholders at which time they may stand for re-election. We are required to hold an annual general meeting once in every calendar year and not longer than thirteen months from the last annual general meeting.

We are a party to a management contract with Gregory F. Kennedy. No other directors have service contracts with us, nor are they entitled to any termination benefits.

There are no service contracts with the Company for the directors providing for benefits upon termination of their service.

The Company does not have an executive committee.

Our audit committee is comprised of Gregory F. Kennedy, Dr. Paul Shatzko and Michael Hart. Members of audit committee oversee our accounting and financial reporting process and the audits of our financial statements. The audit committee also receives and addresses complaints regarding accounting, internal controls, and auditing issues. No complaints have been received by us as of the date hereof. Further, the audit committee provides protection for whistle blowers. Again, no whistle blowing issues have presented themselves to us as of the date hereof. The audit committee functions in a collective manner with respect to all issues that come before it.

6.D Employees

We have no employees other than our officers and directors. When we engage in exploration of our resource properties, we use geological consultants and contract labor to support them.

6.E Share ownership

Our directors and officers own beneficially the following shares as of the date of this annual report:



|                   |                        |                                        
|------------------ | ---------------------- | ---------------------------------------
|Name               | Number of Shares Owned | Percentage of Outstanding Common Shares
|Gregory F. Kennedy | 10,000                 | <1%                                    
|Paul Shatzko       | 280,000                | <1%                                    
|Michael Hart       | 0                      | 0%                                     
|Pradeep Varshney   | 212,000                | <1%                                    

The above percentages are based on the number of common shares issued and outstanding in our capital stock as of the date of this annual report, which are 76,881,894.

The following incentive stock options are outstanding to our directors and officers:

23

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|                   |                                                        |                 |                 
|------------------ | ------------------------------------------------------ | --------------- | ----------------
|Name               | Shares that may be 
Purchased Upon 
Exercise of Option | Exercise Price* | Expiry Date     
|Gregory F. Kennedy | 420,000/1,150,000                                      | $0.15/$0.25     | February 9, 2009
|Michael Hart       | 50,000/700,000                                         | $0.15/$0.25     | February 9, 2009
|PradeepVarshney    | 0/500,000                                              | $0.15/$0.25     | February 9, 2009
|Paul Shatzko       | 300,000/1,200,000                                      | $0.15/$0.25     | February 9, 2009
|Corey Klassen      | 200,000/500,000                                        | $0.15/$0.25     | February 9, 2009

The Company, on February 27, 2007, announced that it was repricing 1,550,000 stock options (with an original exercise price of $0.30USD) and 3,500,000 stock options (with an original exercise price of $040USD).  The new exercise price for all of these options is $0.25USD.  This repricing was effected on May 30, 2007 by the board of directors as administrators of the Company's stock option plan.

The Company Stock Option Plan provides for equity participation in the Company by its directors, officers, employees and consultants through the acquisition of common shares pursuant to the grant of options to purchase common shares. The exercise price for options granted under the Stock Option Plan is determined by the closing trading price on the day immediately preceding the date of grant or such other price as the Directors, in their discretion, may determine. The Company has reserved and authorized 7,200,000 shares for issuance under the Stock Option Plan.

Options will be exercisable for a term of up to five years, subject to earlier termination in the event of death or the optionees cessation of services to the Company; and options granted under the stock option plan are non-assignable, except by will or the laws of descent and distribution.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A Major shareholders

As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, there are 76,881,894 common shares issued and outstanding in our capital stock. We are authorized to issue an unlimited number of common shares and preferred shares. We have not issued any preferred shares since our incorporation.

As of the date of this annual report, the following persons known to us were the beneficial owner of more than five percent of our outstanding common shares:

|                                    |                  |                    
|----------------------------------- | ---------------- | -------------------
|Name                                | Number of Shares | Percentage of Total
|101047025 Saskatchewan Ltd          | 3,888,888        | 5.2%               
|CMKM Diamonds Inc. 
(Shareholders)* | 45,000,000       | 59%                



*The Company issued 45,000,000 shares to CMKM Diamonds Inc. in consideration for the Smeaton (30,000,000 shares) and Hatchet Lake (15,000,000), Saskatchewan properties. In the Companys filings dated November 25, 2005 and titled Material Change Report, the terms of the stock issuance are described in section 4 of the Mineral Property Agreements. These agreements state that the 45,000,000 shares are to be distributed to the shareholders of CMKM Diamonds Inc. These shares have not been distributed at the time of this report and there is no indication when or if this distribution may occur.

Of our 86 registered shareholders, 62 are Canadian residents and 24 are United States residents.

Each of our issued common shares entitles the holder to one vote in general meeting. There are no disproportionate or weighted voting privileges.

24

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We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.

There are no arrangements the operation of which at a subsequent date may result in a change in our control.

Our trust and transfer agent is Computershare Trust Company of Canada, which is located at 4th Floor  510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9.

7.B Related party transactions

Fiscal Year Ended December 31, 2004:



At December 31, 2004 the Company owed $196,777 to directors and former directors and to companies controlled by the former directors for consulting fees and for expenses paid on behalf of the Company.



In 2004 the Company incurred $35,000 to one officer.





Fiscal Year Ended December 31, 2005:



Amounts payable to related parties as of December 31, 2005 of $53,750.



During the year ended December 31, 2005 the Company incurred $72,500 in management fees to two of its officers.

During the year ended December 31, 2005 the Company incurred $12,854 in management fees to another of its officers (2004  $1,300).

During the year ended December 31, 2005, a former director and a company controlled by the same former director forgave a debt of $102,327 owing to them by the Company. This amount was recorded as additional paid-in capital.



Fiscal Year Ended December 31, 2006:

Amounts payable to related parties as of December 31, 2006 of $29,352 is owed to directors for consulting fees and for expenses paid on behalf of the Company.



During the year ended December 31, 2006 the Company incurred $100,500 in management fees to its officers   (Refer to Note 9.)



The above transactions have been in the normal course of operations and, in managements opinion, undertaken with the same terms and conditions as transactions with unrelated parties.

C. Interests of experts and counsel

Our principal accountants, experts and legal counsel have no interest in our shareholdings. The other items of this instruction are not applicable to Annual Filings on Form 20F.

ITEM 8. FINANCIAL INFORMATION

8.A Consolidated Statements and other Financial Information

The following financial statements for the year ended December 31, 2006 with comparatives for December 31, 2005, have been audited by an independent auditor, are accompanied by an audit report and are attached and incorporated herein:

|    |                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | balance sheet;                                                                                                                                     
|(b) | income statement;                                                                                                                                  
|(c) | statement showing changes in equity;                                                                                                               
|(d) | cash flow statement;                                                                                                                               
|(e) | related notes and schedules required by the comprehensive body of accounting standards pursuant to which the financial statements are prepared; and
|(f) | a note analyzing the changes in each caption of shareholders equity presented in the balance sheet.                                               



25

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Incorporated herewith are the comparative financial statements covering the latest two financial years, audited in accordance with a comprehensive body of auditing standards.

Export Sales

The Company had no export sales in its latest financial year ended December 31, 2006 and, as a result, the percentage of export sales for the Company was zero.

Legal Proceedings

There are no material pending legal proceedings to which the Company is a party or of which any of its properties are subject. Management is not aware of any material proceedings in which any director, any member of management or any of the Companys affiliates are a party adverse to, or have a material interest advserse to, the Company.

Dividend Policy

The Company has not paid dividends on the common shares in any of its last five fiscal years. The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Companys financial position at the relevant time. All of the common shares of the Company are entitled to an equal shares in any dividends declared and paid.

8.B Significant Changes

There have been no significant changes, as that term is defined in the rules and policies governing the use of the Form 20F, since the date of the audited financial statements included herein.

ITEM 9. THE OFFER AND LISTING

A. Offer and listing details

Our shares commenced trading on February 2, 2004 on the Over-the-Counter Bulletin Board in the United States under the symbol ETGMF.

The following table sets forth the high and low closing prices in US funds of our common shares traded:

|                                      |       |       
|------------------------------------- | ----- | ------
|Annual Periods                        | High  | Low   
|                                      |       |       
|February 2, 2004 to December 31, 2004 | $0.50 | $0.083
|January 1, 2005 to December 31, 2005  | $0.70 | $0.10 
|January 1, 2006 to December 31, 2006  | $0.54 | $0.17 

Quarterly Periods

|                                   |       |       
|---------------------------------- | ----- | ------
|                                   | High  | Low   
|February 2004 to March 2004        | $0.45 | $0.10 
|April 2004 to June 2004            | $0.50 | $0.30 
|July 2004 to September 2004        | $0.43 | $0.125
|October 2004 to December 2004      | $0.20 | $0.083
|January 2005 to March 2005         | $0.30 | $0.18 
|April 2005 to June 2005            | $0.45 | $0.17 
|July 2005 to September 2005        | $0.24 | $0.12 
|October 2005 to December 2005      | $0.70 | $0.17 
|January 2006 to March 31, 2006     | $0.54 | $0.29 
|April 1, 2006 to June 30, 2006     | $0.43 | $0.20 
|July 1, 2006 to September 30, 2006 | $0.35 | $0.20 

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|                                     |        |       
|------------------------------------ | ------ | ------
|October 1, 2007 to December 31, 2006 | $0.35  | $0.17 
|January 1, 2007 to March 31, 2007    | $0.35  | $0.17 
|                                     |        |       
|Monthly Periods                      |        |       
|                                     | High   | Low   
|December 2004                        | $0.20  | $0.165
|January 2005                         | $0.30  | $0.20 
|February 2005                        | $0.22  | $0.18 
|March 2005                           | $0.34  | $0.22 
|April 2005                           | $0.51  | $0.25 
|May 2005                             | $0.30  | $0.18 
|June 2005                            | $0.242 | $0.16 
|July 2005                            | $0.24  | $0.17 
|August 2005                          | $0.22  | $0.17 
|September 2005                       | $0.18  | $0.12 
|October 2005                         | $0.70  | $0.10 
|November 2005                        | $0.50  | $0.16 
|December 2005                        | $0.17  | $0.29 
|January 2006                         | $0.54  | $0.29 
|February 2006                        | $0.48  | $0.37 
|March 2006                           | $0.43  | $0.33 
|April 2006                           | $0.43  | $0.23 
|May 2006                             | $0.40  | $0.23 
|June 2006                            | $0.36  | $0.20 
|July 2006                            | $0.35  | $0.21 
|August 2006                          | $0.29  | $0.20 
|September 2006                       | $0.40  | $0.25 
|October 2006                         | $0.31  | $0.27 
|November 2006                        | $0.30  | $0.17 
|December 2006                        | $0.27  | $0.20 
|January 2007                         | $0.25  | $0.17 
|February 2007                        | $0.27  | $0.18 
|March 2007                           | $0.35  | $0.20 
|April 2007                           | $0.26  | $0.19 
|May 2007                             | $0.24  | $0.17 

9.B Plan of distribution

Not applicable

9.C Markets

Our shares commenced trading on February 2nd, 2004 on the Over-the-Counter Bulletin Board in the United States under the symbol ETGMF, however, a lack of liquidity may make it difficult to resell shares.

There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

9.D Selling shareholders

Not applicable

9.E Dilution

Not applicable

9.F Expenses of the issue

27

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Not applicable

ITEM 10. ADDITIONAL INFORMATION

10.A Share Capital

Not Applicable.

10.B Memorandum and articles of association

We have no bylaws under British Columbia law.  We have Articles of Incorporation.

This information has been provided in the Companys Annual Report of Form 20-F filed in June 2006 on the SECs Edgar site and is incorporated by reference herein.

10.C Material contracts

There are no material contracts except as discussed in this Annual Report and except as entered into in the ordinary course of business. The following material contracts referred to in this Annual Report may be inspected at our offices during normal business hours.

| |    |                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Agreement dated June 1, 2004 between the Company and Goodsprings Development Corp. whereby the Company can acquire up to a 100% interest in and to the Black Warrior Project (referenced by way of the Companys 20-F filing dated July 1, 2005), and       
| |    |                                                                                                                                                                                                                                                             
| | 2. | Agreement dated March 15, 2005 between Fayz Yacoub and the Company, and amended March 6, 2007 whereby the Company can acquire a 100% interest in the Doran Uranium Property (referenced by way of the Companys 20-F filing dated July 1, 2005), and        
| |    |                                                                                                                                                                                                                                                             
| | 3. | Agreement dated April 7, 2005 United Carina Resources Corp. and the Company whereby the Company can acquire a 20% right in the Hatchet Lake Property (referenced by way of the Companys 20-F filing dated July 1, 2005), and                               
| |    |                                                                                                                                                                                                                                                             
| | 4. | Agreement dated April 21, 2005 between the Company and  United Carina Resources Corp. whereby United Carina may acquire up to a 10% interest in the Companys Black Warrior Project (referenced by way of the Companys 20-F filing dated July 1, 2005), and



| |    |                                                                                                                                                                                                                                                                                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. | Agreement dated April 21, 2005 between the Company and CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the Companys Black Warrior Project (referenced by way of the Companys 20-F filing dated July 1, 2005), and                                                                                
| |    |                                                                                                                                                                                                                                                                                                                         
| | 6. | Agreement dated October 20, 2005 between the Company and  United Carina Resources Corp. whereby the Company may acquire a 50% interest in the Hatchet Lake Property; such agreement superceding the 20% interest agreement note in 4 above (referenced by way of the Companys 6-K- filing dated November 23, 2005), and
| |    |                                                                                                                                                                                                                                                                                                                         
| | 7. | Assignment Agreement dated October 20, 2005 between the Company and CMKM Diamonds Inc., whereby the Company assumed all of the rights of CMKM, if any, in the Hatchet Lake Property (referenced by way of the Companys 6-K filing dated November 23, 2005), and                                                        
| |    |                                                                                                                                                                                                                                                                                                                         
| | 8. | Agreement dated October 20, 2005 between the Company and 101047025 Saskatchewan Ltd., whereby the Company may acquire up to 80% interest in the Smeaton/Forte a la Corne properties (referenced by way of the Companys 6-K filing dated November 25, 2005).                                                            
| |    |                                                                                                                                                                                                                                                                                                                         
| | 9. | Agreement dated February 13, 2007 between the Company and Abbastar Uranium Corp. (formerly Abbastar Holding Ltd.) whereby Abbastar may earn up to 70% interest in the Doran uranium prospect in Costebelle Township, Quebec. (referenced by way of form 6-k on February 14, 2007)                                       



28

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10.D Exchange Controls

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. See "Item 10.E Taxation".

There is no limitation imposed by Canadian law or by our constituent documents on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporation or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada". The Investment Canada Act requires that certain acquisition of control of Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition, which has been completed, the acquired Canadian business must be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, amongst other things, an injunction or a court order directing disposition of assets of shares.

10.E Taxation

Certain US Federal Income Tax Consequences

The following is a general discussion of the material United States Federal income tax law for U.S. holders that hold such common shares as a capital asset, as defined under United States Federal income tax law and is limited to discussion of U.S. Holders that own less than 10% of the common stock. This discussion does not address all potentially relevant Federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any future legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" is a holder of common shares of the Company who or which is a citizen or individual resident (or is treated as a citizen or individual resident) of the United States for federal income tax purposes, a corporation or partnership created or organized (or treated as created or organized for federal income tax purposes) in the United States, including only the States and District of Columbia, or under the law of the United States or any State or Territory or any political subdivision thereof, or a trust or estate the income of which is includable in its gross income for federal income tax purposes without regard to its source, if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States trustees have the authority to control all substantial decisions of the trust.

For purposes of this discussion, a U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance

29

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companies, real estate investment trusts, regulated investment companies, broker-dealers and Holders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

Distributions on common shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation.

Dividends paid on the common shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations, which are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations, which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its world-wide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as "passive income," "high withholding tax interest," "financial services income," "shipping income" and certain other classifications of income. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common shares of the Company should consult their own tax advisors regarding their individual circumstances.

Disposition of common shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's tax basis in the common shares of the Company. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder. Any capital gain will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Certain Canadian Federal Income Tax Consequences

The following discussion summarizes the principal Canadian federal income tax considerations generally applicable to a person who owns one or more common shares of the Company (the "Shareholder"), and who at all material

30

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times for the purposes of the Income Tax Act (Canada) (the "Canadian Act") deals at arm's length with the Company, holds all common shares solely as capital property, is a non-resident of Canada, and does not, and is not deemed to, use or hold any Common share in or in the course of carrying on business in Canada. It is assumed that the common shares will at all material times be listed on a stock exchange that is prescribed for the purposes of the Canadian Act.

This summary is based on the current provisions of the Canadian Act, including the regulations thereunder, and the Canada-United States Income Tax Convention (1980) (the "Treaty") as amended. This summary takes into account all specific proposals to amend the Canadian Act and the regulations thereunder publicly announced by the government of Canada to the date hereof and the Company's understanding of the current published administrative and assessing practices of Canada Customs and Revenue Agency. It is assumed that all such amendments will be enacted substantially as currently proposed, and that there will be no other material change to any such law or practice, although no assurances can be given in these respects. Except to the extent otherwise expressly set out herein, this summary does not take into account any provincial, territorial or foreign income tax law or treaty.

This summary is not, and is not to be construed as, tax advice to any particular Shareholder. Each prospective and current Shareholder is urged to obtain independent advice as to the Canadian income tax consequences of an investment in common shares applicable to the Shareholder's particular circumstances.

A Shareholder generally will not be subject to tax pursuant to the Canadian Act on any capital gain realized by the Shareholder on a disposition of a Common share unless the Common share constitutes "taxable Canadian property" to the Shareholder for purposes of the Canadian Act and the Shareholder is not eligible for relief pursuant to an applicable bilateral tax treaty. A Common share that is disposed of by a Shareholder will not constitute taxable Canadian property of the Shareholder provided that the Common share is listed on a stock exchange that is prescribed for the purposes of the Canadian Act (the Toronto Stock Exchange is so prescribed), and that neither the Shareholder, nor one or more persons with whom the Shareholder did not deal at arm's length, alone or together at any time in the five years immediately preceding the disposition owned, or owned any right to acquire, 25% or more of the issued shares of any class of the capital stock of the Company. In addition, the Treaty generally will exempt a Shareholder who is a resident of the United States for the purposes of the Treaty, and who would otherwise be liable to pay Canadian income tax in respect of any capital gain realized by the Shareholder on the disposition of a Common share, from such liability provided that the value of the Common share is not derived principally from real property (including resource property) situated in Canada or that the Shareholder does not have, and has not had within the 12-month period preceding the disposition, a "permanent establishment" or "fixed base," as those terms are defined for the purposes of the Treaty, available to the Shareholder in Canada. The Treaty may not be available to a non-resident Shareholder that is a U.S. LLC, which is not subject to tax in the U.S. Any dividend on a Common share, including a stock dividend, paid or credited, or deemed to be paid or credited, by the Company to a Shareholder will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend, or such lesser rate as may be available under an applicable income tax treaty. Pursuant to the Treaty, the rate of withholding tax applicable to a dividend paid on a Common share to a Shareholder who is a resident of the United States for the purposes of the Treaty will be reduced to 5% if the beneficial owner of the dividend is a company that owns at least 10% of the voting stock of the Company, and in any other case will be reduced to 15%, of the gross amount of the dividend. It is Canada Customs and Revenue Agency`s position that the Treaty reductions are not available to a Shareholder that is a "limited liability company" resident in the United States. The Company will be required to withhold any such tax from the dividend, and remit the tax directly to Canada Customs and Revenue Agency for the account of the Shareholder.

ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.

10.F Dividends and paying agents

Not Applicable to Annual Reports on Form 20F.

10.G Statement by experts

Not Applicable to Annual Reports on Form 20F.

10.H Documents on Display

The documents concerning the Company which are referred to in this Report on Form 20F are located at its principal executive offices at the address on the face page of this Report.

31

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10.I Subsidiary information

We have one subsidiary, Entourage USA Inc. located 711 S. Carson Street, Suite 4, Carson City, NV 89701.   The subsidiary company is seeking mineral prospects in the United States.

ITEM 11. Quantitative and Qualitative Disclosure about Market Risk

The Company does not have market portfolios and does not engage in trading risk sensitive instruments or financial instruments. The Company is an extractive enterprise.

ITEM 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

ITEM 13. Defaults, Dividend Arrearages and Delinquencies

The Company has had no material defaults in payment of principal, interest or sinking or purchase fund installments. The Company is an extractive enterprise.

ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

ITEM 15. Controls and Procedures

Our Chief Executive Officer and President, Gregory F. Kennedy and our Chief Financial Officer, Pradeep Varshney, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in US Exchange Act Rule 13(a)-14(c) within 90 days of the date of this Form 20-F have concluded that, as of such date, the Companys disclosure controls and procedures were effective at the reasonable assurance level to ensure that material information relating to the Company was made known to them by others within the Company particularly during the period in which this Form 20-F was being prepared.

Under US Exchange Act Rule 13a-15(e) the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the US Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the US Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

15.D Changes in Internal Control over financial reporting

There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date our Chief Executive Officer and our Chief Financial Officer completed their evaluation, nor were there any significant deficiencies or material weaknesses in the Companys internal controls requiring corrective actions.

ITEM 16. [reserved]

16A. Audit Committee Financial Expert

We do not have an audit committee financial expert serving on our audit committee.

16.B Code of Ethics

The Company does not have a written Code of Ethics. No Code of Ethics is presently required under the Companys incorporating jurisdiction or its Canadian reporting jurisdictions.

16.C Principal Accountant Fees and Services

(a) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the Companys principal accountant(s) for the audit of the Companys annual financial statements, together with services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were
$22,000 for the year ending December 31, 2006. For year 2005 the amount was
$16,000.

32

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(b) Audit-Related Fees

The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of the Companys financial statements but are not reported under paragraph (a) of this Item were $1,500 for year 2005; year 2004 were nil.

(c) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning & tax return preparation were $3,500 for
2006 and $3,500 for 2005.

(d)

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than services disclosed in paragraphs (a) through (c) of this Item were $nil in the year ending December 31, 2006 and $nil in the year ending December 31, 2005.

16.D Exemptions from the Listing Standards for Audit Committees

The disclosure required under Exchange Act Rule 10A-3(d) is not applicable to the Company.

16.E Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company made no issuer repurchases, including any made pursuant to a publicly announced plan or program or made pursuant to a plan or program that was not announced publicly, in the last two fiscal years. The Company made no open market issuer repurchases.

PART III

ITEM 17. Financial Statements

Our financial statements are attached hereto immediately after the signatures section. Our audited financial statements include:

·

our balance sheets as at December 31, 2006 and December 31, 2005;

·

statements of loss and deficit for the periods ended December 31, 2006 and December 31, 2005;

·

statements of cash flows for the periods ended December 31, 2006 and December 31, 2005; and

·

notes to the financial statements.

33



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ENTOURAGE MINING LTD.

(An Exploration Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS





DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)







CONSOLIDATED BALANCE SHEETS



CONSOLIDATED STATEMENTS OF OPERATIONS



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY



CONSOLIDATED STATEMENTS OF CASH FLOWS



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



34

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[entourage20f062907001.jpg]



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors of Entourage Mining Ltd.



We have audited the consolidated balance sheets of Entourage Mining Ltd. (an exploration stage company) as at December 31, 2006 and 2005 and the consolidated statements of operations, stockholders equity and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of Entourage Mining Ltd. for the period from January 16, 1995 (inception) to December 31, 2003 were reported upon by other auditors and reflect a total net loss of $958,486 of the related cumulative totals.  The other auditors reports have been furnished to us, and our opinion, insofar as it relates to amounts included for such prior periods, is based solely on the reports of such other auditors.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended and for the period from January 16, 1995 (inception) to December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, to date the Company has incurred losses of $14,956,934 since inception, has no sources of revenue, and further losses are anticipated.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in this regard are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

April 16, 2007



[entourage20f062907002.jpg]

35

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ENTOURAGE MINING LTD.

(An Exploration Stage Company)



CONSOLIDATED BALANCE SHEETS

(Stated in Canadian Dollars)



|                                                    |             |                |   |              |  |  | 
|--------------------------------------------------- | ----------- | -------------- | - | ------------ |  |  | 
|                                                    | DECEMBER 31
|                                                    |             | 2006           |   | 2005        
|                                                    |             |                |   |             
|ASSETS                                              |             |                |   |             
|                                                    |             |                |   |             
|Current                                             |             |                |   |             
|Cash                                                | $           | 126,611        | $ | 479,581     
|Advances and prepaid expenses                       |             | 27,994         |   | 4,084       
|Goods and services tax recoverable                  |             | 35,442         |   | 25,351      
|                                                    |             | 190,047        |   | 509,016     
|Equipment(Note 3)                                   |             | 3,716          |   | 5,020       
|                                                    |             |                |   |             
|                                                    | $           | 193,763        | $ | 514,036     
|                                                    |             |                |   |             
|LIABILITIES                                         |             |                |   |             
|                                                    |             |                |   |             
|Current                                             |             |                |   |             
|Accounts payable and accrued liabilities            | $           | 73,099         | $ | 131,703     
|Due to related parties (Note 6)                     |             | 29,352         |   | 53,750      
|                                                    |             | 102,451        |   | 185,453     
|                                                    |             |                |   |             
|CONTINGENCIES AND COMMITMENTS (Notes 1, 4, and 9)   |             |                |   |             
|                                                    |             |                |   |             
|STOCKHOLDERS EQUITY                                |             |                |   |             
|                                                    |             |                |   |             
|Capital Stock (Note 5)                              |             |                |   |             
|Authorized:                                         |             |                |   |             
|100,000,000 common voting shares without par value  |             |                |   |             
|Issued:                                             |             |                |   |             
|76,015,227 common voting shares (2005  24,351,839) |             | 12,125,964     |   | 2,778,791   
|                                                    |             |                |   |             
|Obligation to issue shares(Note 4)                  |             | -              |   | 8,638,667   
|                                                    |             |                |   |             
|Additional paid in capital                          |             | 2,922,282      |   | 894,898     
|                                                    |             |                |   |             
|Deficit accumulated during the exploration stage    |             | (14,956,934)   |   | (11,983,773)
|                                                    |             | 91,312         |   | 328,583     
|                                                    |             |                |   |             
|                                                    | $           | 193,763        | $ | 514,036     
|Approved by the Board of Directors:                
|                                                    |             |               
|Gregory F. Kennedy                                |             | Paul Shatzko



The accompanying notes are an integral part of these consolidated financial statements

36

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ENTOURAGE MINING LTD.

(An Exploration Stage Company)



CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in Canadian Dollars)





|                                                              |                         |                              |                   |              |             
|------------------------------------------------------------- | ----------------------- | ---------------------------- | ----------------- | ------------ | ------------
|                                                              | YEARS ENDED
DECEMBER 31 | June 16, 1995 (inception)
To
|                                                              | 2006                    | 2005                         | December 31, 2006
|                                                              |                         | $                            |                   | $            | $           
|Expenses                                                      |                         |                              |                   |              |             
|Amortization                                                  |                         | 1,303                        |                   | 1,789        | 4,128       
|Consulting                                                    |                         | 70,166                       |                   | 42,762       | 149,641     
|Consulting  stock based compensation (Note 5)                |                         | 2,027,384                    |                   | 163,400      | 2,611,784   
|Interest expense and bank charges                             |                         | 1,139                        |                   | 2,104        | 11,830      
|Management fees                                               |                         | 100,500                      |                   | 85,354       | 452,154     
|Mineral property acquisition and exploration costs (Note 4)   |                         | 632,122                      |                   | 9,610,348    | 10,929,447  
|Office and sundry                                             |                         | 66,262                       |                   | 58,039       | 392,479     
|Professional fees                                             |                         | 53,359                       |                   | 81,401       | 296,698     
|Travel and promotion                                          |                         | 65,593                       |                   | 43,763       | 175,935     
|                                                              |                         |                              |                   |              |             
|Loss Before Taxes                                             |                         | (3,017,828)                  |                   | (10,088,960) | (15,024,096)
|                                                              |                         |                              |                   |              |             
|Deferred tax recovery (Note 7)                                |                         | 44,667                       |                   | 20,119       | 67,162      
|                                                              |                         |                              |                   |              |             
|Net Loss for the Year                                         |                         | (2,973,161)                  |                   | (10,068,841) | (14,956,934)
|                                                              |                         |                              |                   |              |             
|                                                              |                         |                              |                   |              |             
|Loss Per Share,basic and diluted                              |                         | (0.04)                       |                   | (0.57)       |             
|                                                              |                         |                              |                   |              |             
|                                                              |                         |                              |                   |              |             
|Weighted Average Common Shares Outstanding,
basic and diluted |                         | 74,380,281                   |                   | 17,647,542   |             







The accompanying notes are an integral part of these consolidated financial statements

37

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ENTOURAGE MINING LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Stated in Canadian Dollars)



|                                                                                                           |             |        |            |            |             |       |             |  |           |  | 
|---------------------------------------------------------------------------------------------------------- | ----------- | ------ | ---------- | ---------- | ----------- | ----- | ----------- |  | --------- |  | 
|                                                                                                           |             |        |            |            | DEFICIT     |      
|                                                                                                           |             |        |            |            | ACCUMULATED |      
|                                                                                                           | NUMBER      |        | OBLIGATION | ADDITIONAL | DURING      |      
|                                                                                                           | OF          |        | TO ISSUE   | PAID-IN    | EXPLORATION |      
|                                                                                                           | SHARES      | AMOUNT | SHARES     | CAPITAL    | STAGE       | TOTAL
|                                                                                                           |             |        | $          | $          | $           |       | $           |  | $        
|                                                                                                           |             |        |            |            |             |       |             |  |          
|Share issued for cash                                                                                      | 5           |        | 1          | -          | -           |       | -           |  | 1        
|Loss for the period                                                                                        | -           |        | -          | -          | -           |       | (38,624)    |  | (38,624) 
|Balance, December 31, 1995                                                                                 | 5           |        | 1          | -          | -           |       | (38,624)    |  | (38,623) 
|Shares issued for cash                                                                                     | 9,130,000   |        | 276,500    | -          | -           |       | -           |  | 276,500  
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (210,592)   |  | (210,592)
|Balance, December 31,1996                                                                                  | 9,130,005   |        | 276,501    | -          | -           |       | (249,216)   |  | 27,285   
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (74,529)    |  | (74,529) 
|Balance, December 31, 1997                                                                                 | 9,130,005   |        | 276,501    | -          | -           |       | (323,745)   |  | (47,244) 
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (60,148)    |  | (60,148) 
|Balance, December 31, 1998                                                                                 | 9,130,005   |        | 276,501    | -          | -           |       | (383,893)   |  | (107,392)
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (70,046)    |  | (70,046) 
|Balance, December 31, 1999                                                                                 | 9,130,005   |        | 276,501    | -          | -           |       | (453,939)   |  | (177,438)
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (66,855)    |  | (66,855) 
|Balance, December 31, 2000                                                                                 | 9,130,005   |        | 276,501    | -          | -           |       | (520,794)   |  | (244,293)
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (58,749)    |  | (58,749) 
|Balance, December 31, 2001                                                                                 | 9,130,005   |        | 276,501    | -          | -           |       | (579,543)   |  | (303,042)
|Forgiveness of amounts due to related party                                                                | -           |        | -          | -          | 200,671     |       | -           |  | 200,671  
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (59,428)    |  | (59,428) 
|Balance, December 31, 2002                                                                                 | 9,130,005   |        | 276,501    | -          | 200,671     |       | (638,971)   |  | (161,799)
|April 25, 2003  shares issued for mineral property                                                        | 6,000,000   |        | 60,000     | -          | -           |       | -           |  | 60,000   
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (319,515)   |  | (319,515)
|Balance, December 31, 2003                                                                                 | 15,130,005  |        | 336,501    | -          | 200,671     |       | (958,486)   |  | (421,314)
|February 5, 2004  shares issued for cash at $0.22 per share                                               | 997,500     |        | 219,450    | -          | -           |       | -           |  | 219,450  
|February 5, 2004  deferred tax recovery on 108,000 flow-through shares                                    | -           |        | (2,376)    | -          | -           |       | -           |  | (2,376)  
|June 8, 2004  shares issued for cash at $0.404 per share                                                  | 698,000     |        | 282,331    | -          | -           |       | -           |  | 282,331  
|August 24, 2004  stock options exercised at $0.33 per share                                               | 100,000     |        | 32,983     | -          | -           |       | -           |  | 32,983   
|December 31, 2004  shares issued for cash at $0.18 per share inclusive of 132,500 shares as finders fees | 2,948,000   |        | 510,876    | -          | -           |       | -           |  | 510,876  
|August 24, 2004  shares issued for mineral property database at $0.39 per share                           | 150,000     |        | 58,788     | -          | -           |       | -           |  | 58,788   
|September 24, 2004  shares returned on cancellation of escrow                                             | (3,750,000) |        | (7,500)    | -          | 7,500       |       | -           |  | -        
|Stock based compensation                                                                                   | -           |        | -          | -          | 421,000     |       | -           |  | 421,000  
|Loss for the year                                                                                          | -           |        | -          | -          | -           |       | (956,446)   |  | (956,466)
|Balance, December 31, 2004                                                                                 | 16,273,505  |        | 1,431,053  | -          | 629,171     |       | (1,914,932) |  | 145,292  





The accompanying notes are an integral part of these consolidated financial statements

38

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ENTOURAGE MINING LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Stated in Canadian Dollars)



| |        |        |            |            |             |      
| | ------ | ------ | ---------- | ---------- | ----------- | -----
| |        |        |            |            | DEFICIT     |      
| |        |        |            |            | ACCUMULATED |      
| | NUMBER |        | OBLIGATION | ADDITIONAL | DURING      |      
| | OF     |        | TO ISSUE   | PAID-IN    | EXPLORATION |      
| | SHARES | AMOUNT | SHARES     | CAPITAL    | STAGE       | TOTAL
| |        | $      | $          | $          | $           | $    



|                                                                                                |            |            |             |           |              |             
|----------------------------------------------------------------------------------------------- | ---------- | ---------- | ----------- | --------- | ------------ | ------------
|Balance, December 31, 2004,
carried forward                                                     | 16,273,505 | 1,431,053  | -           | 629,171   | (1,914,932)  | 145,292     
|January 6, 2005, refund for
overpayment in 2004 private
placement                               | -          | (3,000)    | -           | -         | -            | (3,000)     
|March 21, 2005, shares issued for
property acquisition at
U.S. $0.30 per share                  | 125,000    | 45,604     | -           | -         | -            | 45,604      
|Sept. 22, 2005,  flow-through shares
issued at      $0.20 per share                             | 295,000    | 59,000     | -           | -         | -            | 59,000      
|September, 2005, deferred tax
recovery on 295,000 flow-through
shares                           | -          | (20,119)   |             | -         | -            | (20,119)    
|Sept. 22, 2005, units issued at
U.S. $0.15 per unit                                             | 550,000    | 97,152     | -           | -         | -            | 97,152      
|Oct. 7, 2005, units issued at
U.S. $0.11 per unit                                               | 1,275,000  | 165,154    | -           | -         | -            | 165,154     
|Oct.-Dec 2005,  shares issued on
exercise of stock options at
U.S. $0.15 per share              | 250,000    | 44,147     | -           | -         | -            | 44,147      
|Oct. 2005, shares issued on exercise
of warrants at $0.30 per share                             | 50,000     | 15,000     | -           | -         | -            | 15,000      
|Nov. 17, 2005, units issued at
U.S. $0.15 per share inclusive of
200,000 shares finders fees   | 5,533,334  | 944,800    | -           | -         | -            | 944,800     
|Stock based compensation                                                                        | -          | -          | -           | 163,400   | -            | 163,400     
|Forgiveness of amounts due to
related party                                                     | -          | -          | -           | 102,327   | -            | 102,327     
|Obligation to issue shares (Note 4)                                                             | -          | -          | 8,638,667   |           | -            | 8,638,667   
|Loss for the year                                                                               |            | -          | -           | -         | (10,068,841) | (10,068,841)
|Balance, December 31, 2005                                                                      | 24,351,839 | 2,778,791  | 8,638,667   | 894,898   | (11,983,773) | 328,583     
|January 3, 2006, shares issued for
property acquisition at a deemed
price of US $0.15 per share | 48,888,888 | 8,638,667  | (8,638,667) | -         | -            | -           
|Jan.-Aug. 2006, shares issued on
exercise of stock options at
US $0.15 per share                | 410,000    | 69,317     | -           | -         | -            | 69,317      
|February 2006, shares issued on
exercise of warrants at $0.30
per share                         | 744,500    | 223,350    | -           | -         | -            | 223,350     
|March 7, 2006, shares issued for
property acquisition at
U.S. $0.36 per share                   | 125,000    | 51,772     | -           | -         | -            | 51,772      
|May 24, 2006, shares issued for
flow-through private placement
at US $0.25 per share            | 340,000    | 93,585     | -           | -         | -            | 93,585      
|Aug.-Nov. 2006, shares issued on
exercise of warrants at US $0.25
per share                     | 955,000    | 269,149    | -           | -         | -            | 269,149     
|Dec. 2006, shares issued for flow-
through private placement
at  $0.23 per share                | 200,000    | 46,000     | -           | -         | -            | 46,000      
|Stock based compensation                                                                        | -          | -          | -           | 2,027,384 | -            | 2,027,384   
|Deferred tax  recovery on 540,000
flow-through shares                                           | -          | (44,667)   |             | -         | -            | (44,667)    
|                                                                                                |            |            |             |           |              |             
|Loss for the year                                                                               | -          | -          | -           | -         | (2,973,161)  | (2,973,161) 
|Balance, December 31, 2006                                                                      | 76,015,227 | 12,125,964 | -           | 2,922,282 | (14,956,934) | 91,312      

The accompanying notes are an integral part of these consolidated financial statements

39

---





ENTOURAGE MINING LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)



|                                                                         |             |                           |                   |  |             
|------------------------------------------------------------------------ | ----------- | ------------------------- | ----------------- |  | ------------
|                                                                         | YEARS ENDED | June 16, 1995 (inception)
|                                                                         | DECEMBER 31 | to                       
|                                                                         | 2006        | 2005                      | December 31, 2006
|                                                                         |             |                           | $                 |  | $           
|CASH FLOWS FROM OPERATING ACTIVITIES                                     |             |                           |                   |  |             
|Net loss for the year                                                    |             | (2,973,161)               | (10,068,841)      |  | (14,956,934)
|Adjustments to reconcile net loss to net cash from
operating activities: |             |                           |                   |  |             
|Amortization                                                             |             | 1,303                     | 1,789             |  | 4,128       
|Stock based compensation                                                 |             | 2,027,384                 | 163,400           |  | 2,611,784   
|Exploration and mineral property
acquisition costs                       |             | 51,772                    | 8,684,271         |  | 8,854,831   
|                                                                         |             |                           |                   |  | -           
|Deferred tax recovery                                                    |             | (44,667)                  | (20,119)          |  | (67,162)    
|Changes in non-cash operating working capital items:                     |             |                           |                   |  |             
|Advances and prepaid expenses                                            |             | (23,910)                  | (2,100)           |  | (27,994)    
|Goods and Services Tax recoverable                                       |             | (10,091)                  | (1,034)           |  | (35,442)    
|Accounts payable and accrued liabilities                                 |             | (58,604)                  | 7,045             |  | 73,099      
|Due to related parties                                                   |             | (24,398)                  | (40,700)          |  | 332,350     
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                              |             | (1,054,372)               | (1,276,289)       |  | (3,211,340) 
|                                                                         |             |                           |                   |  |             
|CASH FLOWS USED IN INVESTING ACTIVITIES                                  |             |                           |                   |  |             
|Equipment                                                                |             | -                         | -                 |  | (7,845)     
|NET CASH FLOWS USED IN INVESTING ACTIVITIES                              |             |                           | -                 |  | (7,845)     
|                                                                         |             |                           |                   |  |             
|CASH FLOWS FROM FINANCING ACTIVITIES                                     |             |                           |                   |  |             
|Net proceeds on sale of common stock                                     |             | 701,402                   | 1,322,253         |  | 3,345,796   
|NET CASH FLOWS FROM FINANCING ACTIVITIES                                 |             | 701,402                   | 1, 322,253        |  | 3,345,796   
|                                                                         |             |                           |                   |  |             
|INCREASE (DECREASE) IN CASH                                              |             | (352,970)                 | 45,964            |  | 126,611     
|CASH, BEGINNING OF THE YEAR                                              |             | 479,581                   | 433,617           |  | -           
|                                                                         |             |                           |                   |  |             
|CASH, END OF THE YEAR                                                    |             | 126,611                   | 479,581           |  | 126,611     



SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING

AND FINANCING ACTIVITIES(Refer to Note 8)









The accompanying notes are an integral part of these consolidated financial statements.

40

---

ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





1.

NATURE AND CONTINUANCE OF OPERATIONS



Organization

The Company was incorporated in the Province of British Columbia, Canada on June 16, 1995.



Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercial reserve, the Company would enter the development stage.



Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business.



As reported in the accompanying consolidated financial statements, the Company has incurred a net loss of $2,973,161 for the year ended December 31, 2006, and has accumulated a net loss of $14,956,934 since its inception.  The Company has no sources of revenue.  The continuance in the future of the Company is dependent upon its ability to obtain financing and upon future acquisition, exploration and development of profitable operations from mineral property interests.  These conditions raise substantial doubt about the Companys ability to continue as a going concern.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  Although there are no assurances that managements plans will be realized, management believes that the Company will be able to continue operations in the future.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.





2.

SIGNIFICANT ACCOUNTING POLICIES



The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and in managements opinion have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:



a)

Basis of Presentation



These consolidated financial statements include the accounts of the Company and its wholly owned inactive subsidiary, Entourage USA Inc. which was incorporated in the State of Nevada on November 3, 2003.  All inter-company transactions have been eliminated upon consolidation.







41

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



b)

Mineral Claim Payments and Exploration Expenditures



The Company is primarily engaged in the acquisition, exploration and development of mineral properties.



Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.  In the event that mineral property acquisition costs are paid with Company shares, those shares are valued at market at the time the shares are due.



Mineral property exploration costs are expensed as incurred.



When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares.  Because the Company has not yet earned the legal rights to its mineral properties under option agreements, all option payments have been expensed to date.



When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property are capitalized.



Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.



As of the date of these financial statements, the Company has incurred only acquisition option payments and exploration costs which have been expensed as incurred.



To date the Company has not established any proven or probable reserves on its mineral properties.



c)

Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions of future events that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period.   Significant areas requiring the use of management estimates relate to allocations of expenditures to resource property interests, mineral property carrying values, useful lives of equipment for depreciation and amortization, asset impairment tests, and determination of fair value for stock based transactions.  Other areas requiring estimates include deferred tax balances and valuation allowances. Financial results as determined by actual events could differ from those estimates.

42

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



d)

Equipment



Equipment is stated at cost less accumulated amortization.  Amortization is calculated on declining balance method as follows:



|                   |                               
|------------------ | ------------------------------
|Office furniture   | 20% on declining balance basis
|Computer equipment | 30% on declining balance basis



e)

Environmental Costs



Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations.   Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to plan of action based on the then known facts.



f)

Capital Stock  Flow-through shares



Under United States GAAP when flow-through shares are issued, the proceeds are allocated between the issue of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount that the investor pays for the flow-through shares. The stockholders' equity is reduced and a liability is recognized for this difference which amounted to $44,667 and $20,119 for the flow-through shares issued in 2006 and 2005 respectively. The liability is reversed when the tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense (recovery) is the difference between the amount of the deferred tax liability and the liability recognized on issuance.



g)

Foreign Currency Translation



The functional currency of the Company is Canadian dollars and these financial statements are presented in Canadian dollars unless otherwise noted.  Foreign denominated monetary assets and liabilities are translated to their Canadian dollar equivalents using foreign exchange rates in effect at the balance sheet date.  Non-monetary items are translated at historical exchange rates, except for items carried at market value, which are translated at the rate of exchange in effect at the balance sheet date.  Revenues and expenses are translated at average rates of exchange during the year.  Exchange gains and losses arising on foreign currency translation are included in the determination of operating results for the period.



h)

Financial Instruments



The Companys financial instruments consist of cash, accounts payable and accrued liabilities and amounts payable to related parties. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of the Companys current assets and current liabilities are estimated
by management to approximate their carrying values based on the immediate or short-term maturity of these instruments.

43

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



h)

Financial Instruments (continued)



The fair value of amounts due to related parties is not determinable as they have no repayment terms and similar market interest rates do not exist (Note 6).



The fair value of the Companys rights to purchase net smelter royalties (NSR) (refer to Note 4) is not determinable at the current stage of the Companys exploration program.  No value has been assigned by management.  The Company does not use any derivative or hedging instruments.



i)

Income Taxes



The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 109  Accounting for Income Taxes (SFAS 109).  This standard requires the use of the asset and liability approach for accounting and reporting of income taxes.  Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  To the extent that it is more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.



j)

Stock Based Compensation



On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments.  In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method.  The Company uses the Black-Scholes-Merton (BSM) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation.  The Company has elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R.  The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006 the first day of the Companys fiscal year 2006.  Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.



44

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



j)

Stock Based Compensation  (continued)



Prior to the adoption of SFAS No. 123R, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25.  The Company applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense.  Under APB Opinion No. 25, when the exercise price of the Companys employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.



k)

Loss Per Share



Basic loss per common share is computed in accordance with SFAS No. 128  Earnings Per Share by dividing income and losses by the weighted average number of common shares outstanding for the year.  Diluted loss per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. For the years presented, diluted loss per share is equal to basic loss per share as the effect of potential dilution of securities is anti-dilutive.



l)

Recent Accounting Pronouncements



In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis.  SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed.  This standard is not expected to have a significant effect on the Companys future reported financial position or results of operations.



45

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".  This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140.  The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  This adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations.



2.

SIGNIFICANT ACCOUNTING POLICIES (continued)



l)

Recent Accounting Pronouncements (continued)



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements.  The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.  The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.



In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R).  This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006.  The adoption of this statement has not had a material effect on the Company's future reported financial position or results of operations.



46

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.



In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006.  The adoption of SAB No. 108 has not had a material effect on the Companys financial position and results of operations.



48

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





3.

EQUIPMENT



|                   |       |                          |                |       |                          |                |  | 
|------------------ | ----- | ------------------------ | -------------- | ----- | ------------------------ | -------------- |  | 
|                   |       | 2006                     |                | 2005 
|                   | Cost  | Accumulated amortization | Net Book Value | Cost  | Accumulated
Amortization | Net Book Value
|                   | $     | $                        | $              | $     | $                        | $             
|Office furniture   | 2,812 | 1,192                    | 1,620          | 2,812 | 788                      | 2,024         
|Computer equipment | 5,033 | 2,937                    | 2,096          | 5,033 | 2,037                    | 2,996         
|                   | 7,845 | 4,129                    | 3,716          | 7,845 | 2,825                    | 5,020         



4.

MINERAL EXPLORATION PROPERTIES



a)

Nevada Property  Black Warrior Project



Pursuant to the terms of a Mining Sublease and Option to Purchase Agreement, dated June 1, 2004, the Company acquired a mining lease and an option to acquire a 100% interest in and to certain patented and un-patented mineral claims located in Esmeralda County, Nevada.  The lease was for an initial ten-year term with ten one year extensions available and was subject to a 3% NSR.



There was no exploration work done on the Black Warrior Project in 2006 and in November 2006 the Company informed the Lessor of its intend to relinquish its interest in the Black Warrior project. On December 6, 2006 the Company paid $7,500 (the estimated cost of reclamation) to the Lessor (Goodsprings Development Corp.) to remediate the property.



b)

Doran Property (Quebec)



i)

By agreement dated March 15, 2005, the Company obtained an option to acquire a 100% interest in certain mineral properties in south-central Quebec (the Doran Property) in exchange for cash payments of $220,000, the issuance of 750,000 common shares and the expenditure of $1,000,000 on the Doran Property over three years, as follows:



a.

$35,000 and 125,000 common shares within ten business days of the date of approval of the agreement (paid and issued);

b.

$35,000 and 125,000 common shares on or before March 15, 2006 (paid and issued); and expending $200,000 on or before March 15, 2006 (incurred);

c.

$75,000 and 250,000 common shares on or before March 15, 2007 (paid and issued); and expending $300,000 on or before March 15, 2007 (incurred in 2006); and

d.

$75,000 and 250,000 common shares on or before March 15, 2008 (issued March 12, 2007); and expend an additional $500,000 on or before March 15, 2008.



ii)

The property interest is subject to a 2.5% NSR.  The Company has the right to purchase up to three-fifths of the NSR, or 1.5%, for $1,750,000.



49

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





4.

MINERAL EXPLORATION PROPERTIES (continued)



b)

Doran Property (Quebec) (continued)



iii)

On February 13, 2007 the Company entered into an option agreement (the Option) with Abbastar Holdings Inc. (Abbastar), a TSX Venture Exchange listed company, whereby Abbastar may earn up to a 70% interest in the Doran Property by making a one time cash payment of $100,000 CDN (received) to the Company and expending $5,000,000 on the Doran Property over 4 years (The Company retains the right to purchase the Net Smelter Royalty on the Doran Property).  The terms of the Option are subject to the approval of the TSX Venture Exchange and provide that Abbastar may earn its interest in the Doran property as follows:



20% interest by expending $500,000;

15% additional interest by expending an additional $1,000,000;

15% additional interest by expending an additional $1,500,000; and

20% additional interest by expending an additional $2,000,000.



iv)

In consideration for the Doran Property vendor consenting to the Option Agreement with Abbastar, the Company issued the balance of shares (500,000) due to the Doran Property vendor on March 12, 2007.



c)

Hatchet Lake Property (Saskatchewan)



By agreement dated April 7, 2005. as amended October 20, 2005, the Company obtained an option to acquire a 50% right in a certain prospective mineral property located in the Athabaska Basin area of Saskatchewan (the Hatchet Lake Property) in consideration for:



1.

a cash payment of $220,000 on or before November 15, 2005 (paid);

2.

making the following exploration expenditures on the property:

(a)

$100,000 on or before December 31, 2005 (completed February 2, 2006);

(b)

An additional $300,000 on or before February 1, 2006 (extended to June 30, 2006, per February 2, 2006 letter agreement; re-extended to July 1, 2007 per agreement dated June 30, 2006);

(c)

An additional $450,000 on or before November 15, 2006 (extended to November 15, 2007 by agreement dated June 30, 2006) and

(d)

An additional $450,000 on or before November 15, 2007 (extended to November 15, 2008 by agreement dated June 30, 2006).

3.

Upon payment of the $220,000 cash payment and completion of the expenditures as noted in (ii)(a) to (c) above, the Company will have exercised the Option as to a 25% interest in the property.

4.

Upon payment of the $220,000 cash payment and completion of all of the expenditures as noted in (ii) above, the Company will have exercised the option and earned a 50% interest in the Property.

5.

The term of the Agreement is for 5 years at which time the agreement, and the option granted thereunder, shall terminate if the option has not been exercised.

50

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)







On October 20, 2005, the Company, by way of an assignment agreement with CMKM Diamonds Inc. (CMKM) and United Carina Resources Corp. (United Carina) the Company increased its interest in the Hatchet Lake property from an option to acquire 10% to an option to acquire 50%, by assuming all of the interests of CMKM in the Hatchet Lake properties.



4.

MINERAL PROPERTY INTERESTS(continued)



c)

Hatchet Lake Property (Saskatchewan) (continued)



As consideration for the assignment agreement, the Company agreed to issue 15,000,000 of its common shares (issued January 3, 2006) to the CMKM shareholders.  The 15,000,000 shares have been recorded as mineral property expenditures and an obligation to issue shares totaling $2,650,500 in the year ended December 31, 2005.



As a result of this assignment agreement, and the subsequent New Hatchet Lake Option Agreement, also dated October 20, 2005, the Company now has a right to earn a 50% interest in the Hatchet Lake property by:

(i)

paying $220,000 on or before November 15, 2005 (paid), to United Carina; and



(ii)

making the following exploration expenditures on the property:





(a) on or before December 31, 2005, $100,000 (completed February 2, 2006);

(b)

on or before February 1, 2006, an additional $300,000 (extended to June 30, 2006 per February 2, 2006 letter agreement;re-extended to July 1, 2007 per agreement dated June 30, 2006);



(c) on or before November 15, 2006, an additional $450,000 (extended to November 15, 2007 by agreement dated June 30, 2006); and



(d) on or before November 15, 2007, an additional $450,000 (extended to November 15, 2008 by agreement dated June 30, 2006).



d)

The Smeaton/Forte a la Corne  Property (Saskatchewan)



By agreement dated October 20, 2005, as amended November 16, 2005, the Company entered into an option agreement with 101047025 Saskatchewan Ltd. (a private company) ("1010" or the Operator) to acquire an undivided 80% mineral rights interest in and to the Smeaton/Forte a la Corne diamond property in Saskatchewan.



Under the terms of this agreement the Company issued 33,888,888 common shares in its capital stock (the "Smeaton/Fort a la Corne Shares") on January 3, 2006 of which 30,000,000 common were issued to CMKM and 3,888,888 shares were issued to 1010.  The 33,888,888 shares were recorded as mineral property expenditures and an obligation to issue shares totaling $5,988,167 in the year ended December 31, 2005.



The Smeaton/Forte a la Corne diamond property was the subject of an agreement between 1010 and CMKM dated August 1, 2003.



51

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





In consideration of this option agreement, the Company has agreed to spend $2,500,000 on the Smeaton/Forte a la Corne properties over five years.  There is no timetable or minimum requirements for these expenditures and the Company may, at its election, decide to pay the $2,500,000 in cash or in common shares of the Company to 1010.  During 2006 the Company advanced $79,172 to 1010 (2005 - $121,458) as payment towards the maintenance of the claims under option.



In 2005 and early 2006, the Company advised 1010, which acts as the Operator of the Property,  that it would not participate in any exploration by 1010 unless the exploration was conducted in accordance with NI 43-101 and mining best practices.   1010 nevertheless proceeded to perform work on the property and, on March 26, 2006, sent invoices to the Company totalling $280,000.

4.

MINERAL PROPERTY INTERESTS(continued)



d)

The Smeaton/Forte a la Corne  Property (Saskatchewan) (continued)

The Company believes that it is not liable, under the terms of the Agreement or in any other way, for these invoices and has so advised 1010, most recently in its letter to 1010 dated April 27, 2007.  Accordingly no accrual has been made for this contingent liability.  To date, no collections or other proceedings have been commenced by 1010.

There is a risk that 1010 might commence collections or other proceedings.  In that event, while the Company would vigorously defend its position that it is not liable in any way for funds claimed pursuant to the invoices, there is the risk that a proceeding by 1010 could be successful.  The Company cannot assess the probability of that risk.

e)

Forte Diamond Property (Saskatchewan)

On October 20, 2005, the Company entered into an agreement (the Forte Diamond agreement) with CMKM and Nevada Minerals, Inc. (a private Nevada corporation).  The Company acquired all of CMKM's interest, in the agreement dated July 18, 2004, between CMKM and Nevada Minerals Inc. The Company acquired the right to an undivided 36% interest in the Forte diamond property, for consideration of the issuance of five million shares of the Company to CMKM shareholders. Upon completion of the due diligence on the Forte Diamond property in 2006, the Company decided not to proceed with this acquisition.

f)

Yukon Property

On November 1, 2005, the Company, having expended more than $300,000 on exploration of this property, abandoned its option interest in the Yukon Property due to poor results of exploration work.



52

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





5.

CAPITAL STOCK



a)

Issued Shares



i)

On March 21, 2005 the Company issued 125,000 shares for a deemed consideration of $45,604 under the option agreement to acquire interest in 44 mineral claims known as Doran Property situated in southeast Quebec.



ii)

On September 22, 2005, the Company completed a private placement of the Company's shares, consisting of 550,000 non-flow-through units, at U.S. $0.15 per unit. Each unit consisted of one common share and one common share purchase warrant entitling the holder to acquire one additional share, at U.S. $0.25 per share, for a period of one year. The financing also consisted of 295,000 flow-through shares, at U.S. $0.20 per share (without warrant).



iii)

On October 7, 2005 the Company completed a private placement of 1,275,000 units of the Company's shares, at U.S. $0.11 per unit. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant enables the holder to acquire an additional share, at U.S. $0.25 each, for a period of two years. The Company received proceeds of U.S. $140,250 (CDN $165,154).



5.

CAPITAL STOCK(continued)



a)

Issued Shares (continued)



iv)

On November 17, 2005 the Company completed a private placement, consisting of 5,333,334 units of the Company's shares.  Each unit consisted of one common share and one share purchase warrant, each warrant entitling the holder to acquire an additional share for two years, at an exercise price of U.S. $0.25 per share. A finder's fee of 200,000 shares (6%) was paid to a private individual on a portion of the private placement.  The grant date fair value of these warrants has been included in capital stock on a net basis and accordingly has not been recorded as a separate component of stockholders equity.



v)

During the year ended December 31, 2005, 250,000 shares were issued at U.S. $0.15 per share pursuant to the exercise of stock options, and 50,000 shares were issued at $0.30 per share pursuant to exercise of warrants.



vi)

On January 3, 2006 the Company issued 48,888,888 shares at a price of US$0.15 per share, for mineral property acquisitions (Notes 4 (d), (e) and (f)).



vii)

On May 24, 2006, the Company closed a flow through private placement of 340,000 units at US $0.25 for total proceeds of $93,585.00 (US$85,000) (each unit consisting of one common share and one half share purchase warrant wherein the holder, by offering two half purchase warrants, may purchase an additional share at US $0.30 for two-years). Both the common shares and the share purchase warrants comprising the units
are flow-through.

53

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)









viii)On December 27, 2006 the Company closed a non-brokered flow through private placement of 200,000 units at $0.23 for proceeds of $46,000. Each unit consists of one flow through share and one-half flow through warrant enabling the purchaser to exchange one full flow through warrant for one flow through common share at a price of $0.35 for a period of two years.



ix)

On March 7, 2006 the Company issued 125,000 shares for a consideration of $51,772 under the option agreement to acquire interest in 44 mineral claims known as Doran Property situated in southeast Quebec.



x)  During the year ended December 31, 2006, 410,000 shares were issued at U.S. $0.15 per share pursuant to exercise of stock options. Pursuant to exercise of warrants 744.500 shares were issued at $0.30 per share and 955,000 shares were issued at US$0.25 per share.



b)

Stock Options



In February 2004 the Company implemented a Stock Option Plan (SOP) for its officers, directors and employees to allow for up to 1,600,000 share purchase options to be granted at US $0.25 per share, for a period not to exceed five years.  In November 2004 the SOP was amended to provide for the issuance of up to 2,200,000 incentive stock options to directors, officers, employees and non-investor relations consultants. During January, 2006 the Company increased the stock option plan from 2,200,000 shares to 7,200,000 shares.



The Company accounts for the grant of options using the fair value method prescribed in SFAS No. 123R, using the Black-Scholes option pricing model. Compensation for unvested options is amortized over the vesting period.

54

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





5.

CAPITAL STOCK(continued)



b)

Stock Options (continued)



On September 29, 2005, the Company cancelled the options to purchase 675,000 shares and granted new options to purchase 1,425,000 shares at U.S. $0.15 per share with the expiry date being February, 2009. As a result, in accordance with SFAS 123R, a stock based compensation expense of $163,400 was estimated using the Black-Scholes option pricing model with the following assumptions:  (1) dividend yield of 0%, (2) expected volatility of 188%, (3) risk free interest rate of 3.5% and, (4) expected life of 5 years.  The weighted average fair value of options granted for the year ended December 31, 2005 was $0.15 (2004 - $0.29).



In January 2006 the Company filed a form S-8 to register shares issuable under the Companys Stock Option Plan which provides that a total of 7,200,000 shares of common stock can be issued as incentive stock options to directors, employees and consultants of the Company. During January 2006, the Company granted to directors, employees and consultants, stock options to purchase 3,500,000 shares at U.S. $0.40 per share. As a result, in accordance with SFAS 123R, a stock based compensation expense of $1,717,984 was estimated using the Black-Scholes option pricing model with the following assumptions:  (1) dividend yield of 0%, (2) expected volatility of 140%, (3) risk free interest rate of 3.5% and, (4) expected life of 3.05 years.



On June 30, 2006, the Company granted to directors, employees and consultants, additional stock options to purchase 1,550,000 shares at U.S. $0.30 per share. As a result, in accordance with SFAS 123R, a stock based compensation expense of $309,400 was estimated using the Black-Scholes option pricing model with the following assumptions:  (1) dividend yield of 0%, (2) expected volatility of 140%, (3) risk free interest rate of 3.5% and, (4) expected life of 2.58 years.



Activity under the Plan is summarized as follows:

|                           |  |                     |                                          |                      
|-------------------------- |  | ------------------- | ---------------------------------------- | ---------------------
|                           |  | Options Outstanding | Weighted Average Exercise Price (U.S. $) | Weighted
Average
Life
|Balance, December 31, 2004 |  | 1,350,000           | 0.15                                     | 2.99                 
|Cancelled                  |  | (675,000)           | -                                        | -                    
|Granted                    |  | 1,425,000           | -                                        | -                    
|Exercised                  |  | (250,000)           | -                                        | -                    
|Balance December 31, 2005  |  | 1,850,000           | 0.15                                     | 3.09                 
|Granted                    |  | 5,050,000           | -                                        | -                    
|Exercised                  |  | (410,000)           | -                                        | -                    
|Balance, December 31, 2006 |  | 6,490,000           | 0.32                                     | 2.09                 



55

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





5.

CAPITAL STOCK(continued)



b)

Stock Options (continued)



The following table summarizes information concerning outstanding and exercisable common stock options under the Plan at December 31, 2006:



|                         |                     |                                       |                                 |                                         |                                
|------------------------ | ------------------- | ------------------------------------- | ------------------------------- | --------------------------------------- | -------------------------------
|Range of Exercise Prices | Options Outstanding | Remaining Contractual Life
(in years) | Weighted Average Exercise Price | Number of Options Currently Exercisable | Weighted Average Exercise Price
|U.S. $0.15 - U.S. $0.40  | 6,490,000           | 2.09                                  | U.S. $0.32                      | 6,490,000                               | U.S. $0.32                     



c)

Warrants



|                           |                      |                                          |                      
|-------------------------- | -------------------- | ---------------------------------------- | ---------------------
|                           | Warrants Outstanding | Weighted Average Exercise Price ($ U.S.) | Weighted
Average
Life
|                           |                      |                                          |                      
|Balance, December 31, 2004 | 4,403,000            | 0.25                                     | 1.73                 
|Granted                    | 7,158,334            | -                                        | -                    
|Exercised                  | (50,000)             | -                                        | -                    
|Balance, December 31, 2005 | 11,511,334           | 0.68                                     | 3.61                 
|Granted                    | 270,000              | -                                        | -                    
|Exercised                  | (1,699,500)          | -                                        | -                    
|Expired                    | (3,878,500)          | -                                        | -                    
|Balance, December 31, 2006 | 6,203,334            | 0.25                                     | 0.90                 



The following table lists the common share warrants outstanding at December 31, 2006.  Each warrant is exchangeable for one common share.



|                     |                |                  
|-------------------- | -------------- | -----------------
|Warrants Outstanding | Exercise
Price | Expiry
Date      
|                     |                |                  
|600,000              | U.S. $0.25     | October 6, 2007  
|5,333,334            | U.S. $0.25     | November 16, 2007
|170,000              | U.S. $0.30     | May 23, 2008     
|100,000              | CDN $0.35      | December 27, 2008
|6,203,334            |                |                  



56

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)





6.

RELATED PARTY TRANSACTIONS



Amounts payable to related parties as of December 31, 2006 of $29,352 (2005 - $53,750) is owing to directors and former directors and to companies controlled by the former directors for consulting fees and for expenses paid on behalf of the Company.



During the year ended December 31, 2006 the Company incurred $100,500 in management fees to its officers (2005 - $85,354).  (Refer to Note 9.)



During the year ended December 31, 2005, a former director and a company controlled by the same former director forgave a debt of $102,327 owing to them by the Company. This amount was recorded as additional paid-in capital.



The above transactions have been in the normal course of operations and, in managements opinion, undertaken with the same terms and conditions as transactions with unrelated parties.



7.

INCOME TAXES





The actual income tax provisions differ from the expected amounts calculated by applying the Canadian combined federal and provincial corporate income tax rates to the Companys loss before income taxes. The components of these differences are as follows:



|                                         |                                                            |              |          
|---------------------------------------- | ---------------------------------------------------------- | ------------ | ---------
|                                         |                                                            | 2006         | 2005     
|                                         |                                                            | $            | $        
|Loss before income taxes                 | (3,017,828)                                                | (10,088,960)
|Corporate tax rate                       | 34.1%                                                      | 34.1%       
|                                         |                                                            |              |          
|Expected tax expense (recovery)          | (1,029,079)                                                | (3,440,335) 
|Increase (decrease) resulting from:      |                                                            |             
|                                         | Amounts not deductible for tax                             | 699,319      | 73,180   
|                                         | Renounced exploration expenditures                         | 44,667       | 20,119   
|                                         | Change in deferred tax asset valuation
allowance and other | 240,426      | 3,326,917
|                                         |                                                            |              |          
|Deferred income tax provision (recovery) | (44,667)                                                   | (20,119)    



The Companys tax-effected deferred income tax assets and liabilities are estimated as follows:



|                                               |             |            
|---------------------------------------------- | ----------- | -----------
|                                               | 2006        | 2005       
|                                               | $           | $          
|Mineral properties in excess of carrying value | 3,652,000   | 3,484,000  
|Non-capital losses available                   | 343,000     | 217,400    
|Other                                          | 18,000      | 10,600     
|Potential deferred income tax assets           | 4,013,000   | 3,712,000  
|Less: valuation allowance                      | (4,013,000) | (3,712,000)
|Net Deferred Income Tax Asset                  | -           | -          

57

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)









As the criteria for recognizing deferred income tax assets have not been met due to the uncertainty of realization, a valuation allowance of 100% has been recorded for the current and prior year.



The Company has approximately $974,000 (2005 - $796,000) of non-capital losses which can be applied to reduce future taxable income, expiring as follows:





7.

INCOME TAXES(continued)



|               |  |          
|-------------- |  | ---------
|Year of Expiry |  | Amount   
|               |  | $        
|2007           |  | 67,000   
|2008           |  | 59,000   
|2009           |  | 59,000   
|2010           |  | 73,000   
|2014           |  | 212,000  
|2015           |  | 211,000  
|2026           |  | 326,000  
|               |  | 1,007,000



The Company has certain resource related deductions and other losses of approximately $10,710,000 (2005 - $10,217,000) which may be available to be offset against future taxable income in Canada.  The realization of these tax benefits in future years will be recorded as an adjustment to the corporate tax provision in the year realized.



8.

SUPPLEMENTAL CASH FLOW INFORMATION AND

NON-CASH INVESTING AND FINANCING ACTIVITIES



|                               |                           |                          
|------------------------------ | ------------------------- | -------------------------
|                               | Year ended December, 2006 | Year ended December, 2005
|Cash paid during the year for: |                           |                          
|Interest                       | $                343      | $                 486    
|Income taxes                   | $                     -   | $                      - 



During the year ended December 31, 2006, the Company issued 48,888,888 shares at a price of US$0.15 per share, for mineral property acquisitions (Notes 4 (d), (e) and (f))



During the year ended December 31, 2006, the Company issued 125,000 shares at a value of $51,772 under the option agreement to acquire interest in 44 mineral claims known as Doran, Quebec Property situated in southeast Quebec.



During the year ended December 31, 2005, the Company issued 125,000 shares for acquiring the Doran, Quebec property, at a value of $45,604.



During the year ended December 31, 2005, a former Director and a company controlled by the same former director forgave a debt of $102,327 owing to them by the Company. This amount was recorded as additional paid-in capital.

58

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)







9.

COMMITMENTS



By agreement dated June 1, 2004, the Company has committed to pay $60,000 per year in management fees to an officer.  Either party may cancel this agreement on 45 days notice to the other party.



By agreement dated January 3, 2005, the Company has committed to pay $3,000 per month in consulting fees to an independent contractor. Either party may cancel this agreement on 30 days notice to the other party.



By agreement dated June 2, 2005 the Company has leased office space for one year for an approximate annual rental cost of $13,000.



10.

SUBSEQUENT EVENTS



In addition to other subsequent events previously mentioned elsewhere in these financial statements, the following events occurred subsequent to December 31, 2006:



(a)

100,000 incentive stock options with an exercise price of US $0.15 were exercised by two optionees for net proceeds of $15,000, and ;



(b)

on March 30, 2007, the Company closed a US $0.15 per unit private placement of 266,667 units (with one share and one-half one year warrant  exercisable at $0.25) for net proceeds of U.S. $40,000.





59

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)







ITEM 18. FINANCIAL STATEMENTS

Not applicable. Financial statements are provided under Item 17.

ITEM 19. EXHIBITS

Item 19. Exhibits

|   |                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------
|1. | Certificate of Incorporation and Certificate of Amendment and Registration of Restated Articles and Bylaws *
|   |                                                                                                             
|4. | Material Contracts                                                                                          



| |     |                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Agreement dated March 17, 2003, between the Company and the YK Group (incorporated by reference to the Companys 20-F dated June 06, 2003); *                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                 
| | (b) | Agreement dated June 1, 2004 between the Company and Goodsprings Development Corp. whereby the Company can acquire up to a 100% interest in and to the Black Warrior Project (Incorporated by reference to the Companys 20-F dated July 1, 2005);                                                              
| |     |                                                                                                                                                                                                                                                                                                                 
| | (c) | Agreement dated March 15, 2005 between Fayz Yacoub and the Company whereby the Company can acquire a 100% interest in the Doran Uranium Property (Incorporated by reference to the Companys 20-F dated July 1, 2005); and                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                 
| | (d) | Agreement dated April 7, 2005 between Carina Uranium Corp. (formerly Carina Uranium Corp. (formerly known as United Carina Resources Corp.).) and the Company whereby the Company can acquire a 20% right in the Hatchet Lake Property (Incorporated by reference to the Companys 20-F dated July 1, 2005); and
| |     |                                                                                                                                                                                                                                                                                                                 
| | (e) | Agreement dated April 21, 2005 between the Company and Carina Uranium Corp. (formerly known as United Carina Resources Corp.) whereby Carina may acquire up to a 10% interest in the Companys Black Warrior Project (Incorporated by reference to the Companys 20-F dated July 1, 2005); and                  
| |     |                                                                                                                                                                                                                                                                                                                 
| | (f) | Agreement dated April 21, 2005 between the Company and CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the Companys Black Warrior Project (Incorporated by reference to the Companys 20-F dated July 1, 2005); and                                                                       
| |     |                                                                                                                                                                                                                                                                                                                 
| | (g) | Agreement between the Company and Carina Uranium dated October 21, 2005 whereby the Company may acquire a 50% interest in the Hatchet Lake                                                                                                                                                                      

60

---



ENTOURAGE MINING LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

(Stated in Canadian Dollars)







| |     |                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Property (Incorporated by reference to the Companys 6-K dated November 23, 2005);                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                 
| | (h) | Assignment Agreement between the Company and CMKM Diamonds Inc. whereby the Company may acquire any and all interest of CMKM Diamonds Inc.s interest in the Hatchet Lake Property (Incorporated by reference to the Companys 6-K dated November 23, 2005); and
| |     |                                                                                                                                                                                                                                                                 
| | (i) | Agreement between the Company and 10104075 Saskatchewan Ltd. whereby the Company may acquire an 80% interest in the Smeaton Property (Incorporated by reference to the Companys 6-K dated November 25, 2005); and                                              
| |     |                                                                                                                                                                                                                                                                 
| | (j) | Agreement between the Company and Goodsprings Development Corp. whereby Goodsprings extended the terms of the Companys June 1, 2006 property payment as four quarterly payments.                                                                               
| |     |                                                                                                                                                                                                                                                                 
| | (k) | Entourage-10104075 Saskatchewan Ltd.claim file for the Smeaton Property; and                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                 
| | (l) | Smeaton Property location map with legend; and                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                 
| | (m) | Hatchet Lake Property map with legend.                                                                                                                                                                                                                          



|     |                                
|---- | -------------------------------
|31.1 | Section 302 Certification - CEO
|     |                                
|31.2 | Section 302 Certification - CFO
|     |                                
|32.1 | Section 906 Certification - CEO
|     |                                
|32.2 | Section 906 Certification - CFO

* incorporated by reference from our registration statement on Form F-1 that was originally filed with the commission on December 4, 2003.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly cause and authorized the undersigned to sign this statement on its behalf.

ENTOURAGE MINING LTD.

Dated: June 29, 2006



|    |                               | 
|--- | ----------------------------- | 
|By: | /s/ Gregory F. Kennedy        | 
|    | Gregory F. Kennedy, President | 

61